Common use of Adjustments Clause in Contracts

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below. (a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued. (c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year. (d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share. (e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases: (i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise; (ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant, at the last address of such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the fair market value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange or quoted on Nasdaq, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed. (d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the application case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (e) In the event that, as a result of an adjustment made pursuant to this Section 8, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as follows: (a) If outstanding the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of the Company's its Common Stock shall be subdivided into a greater number or any other equity or equity equivalent securities payable in shares of shares or a dividend in Common Stock (which, for avoidance of doubt, shall be paid in respect not include any shares of Common Stock, Stock issued by the Purchase Price in effect immediately prior to such subdivision or at the record date Company upon exercise of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If this Warrant); (ii) subdivides outstanding shares of Common Stock shall be combined into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with shall be multiplied by a fraction of which the effectiveness of such combination, numerator shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon the exercise of this Warrant shall be changed to proportionately adjusted such that the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise aggregate Exercise Price of this Warrant immediately prior shall remain unchanged. Any adjustment made pursuant to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by this Section 8 (iia) the Purchase Price in effect shall become effective immediately after the record date for the determination of stockholders entitled to receive such adjustmentdividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (b) If there If, at any time while this Warrant is outstanding, the Company: (i) shall occur consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, ;(ii) shall permit any other person to consolidate with or merge into the Company and the Company shall be the continuing or surviving person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities or property of any other person; (c) shall transfer all or substantially all of its properties and assets to any other person; or (d) shall effect a capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any and in each such reorganizationcase, reclassification, consolidation, merger or sale, as the case may be, lawful proper provision shall be made so that the Registered Holder holder of this Warrant shall have the right thereafter to receive Warrant, upon the exercise hereof at any time after the kind consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and amount of shares of stock or other securities or and property to which such Registered Holder holder would have been entitled to receive if, upon such consummation if such holder had so exercised this Warrant immediately prior thereto, subject to any adjustments (subsequent to such reorganization, reclassification, consolidation, merger or sale, corporate action) as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (nearly equivalent as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect possible to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantadjustments provided herein. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. (a) If outstanding shares the Servicer adjusts downward the amount of any Principal Receivable (other than any Ineligible Receivable to be reassigned or assigned to the Company's Common Stock shall be subdivided into Transferor or the Servicer pursuant to this Agreement) because of a greater number of shares rebate, refund, unauthorized charge or a dividend in Common Stock shall be paid billing error to an accountholder, or because such Principal Receivable was created in respect of Common Stockmerchandise which was refused or returned by an accountholder, or if the Servicer otherwise adjusts downward the amount of any Principal Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case (other than cases resulting from Servicer error), the Purchase Price in effect immediately amount of Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series will be reduced by the amount of the adjustment. Similarly, the amount of Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series will be reduced by the amount of any Principal Receivable which was discovered as having been created through a fraudulent or counterfeit charge. Any adjustment required pursuant to either of the two (2) preceding sentences shall be made on or prior to the end of the Monthly Period in which such subdivision or at adjustment obligation arises. In the record date event that, following the exclusion of such dividend shall simultaneously with Principal Receivables from the effectiveness calculation of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of sharesTransferor’s Participation Amount, the Purchase Price in effect immediately prior to Transferor’s Participation Amount would be a negative number, not later than the close of business on the fifth (5th) succeeding Business Day following such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Priceadjustment, the number of Warrant Shares purchasable upon Transferor shall make a deposit into the exercise of this Warrant shall be changed to the number determined by dividing (i) Collection Account in immediately available funds in an amount equal to the number amount by which the Transferor’s Participation Amount would be below zero (up to the amount of shares issuable upon such Principal Receivables). Any amount deposited into the exercise Collection Account pursuant to the preceding sentence shall be considered an “Adjustment Payment” and shall be applied in accordance with Article IV and the terms of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmenteach Supplement. (b) If there shall occur any capital reorganization or reclassification (i) the Servicer makes a deposit into the Collection Account in respect of the Company's Common Stock (other than a change in par value or Collection of a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any Receivable and such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith Collection was received by the Board of Directors of the Company) shall be made Servicer in the application form of a check which is not honored for any reason or (ii) the provisions set forth herein Servicer makes a mistake with respect to the rights amount of any Collection and interests thereafter deposits an amount that is less than or more than the actual amount of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase PriceCollection, the Company Servicer shall promptly mail appropriately adjust the amount subsequently deposited into the Collection Account to the Registered Holder reflect such dishonored check or mistake. Any Receivable in respect of which a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant dishonored check is received shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovedeemed not to have been paid.

Adjustments. (a) If In case the Company shall at any time after the date of this Warrant (i) make any distribution to all holders of its outstanding shares of the Company's Common Stock shall be subdivided in shares of Common Stock such that the number of shares of Common Stock outstanding is increased, (ii) subdivide or split-up its outstanding shares of Common Stock into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the Purchase Price in effect number of Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder hereof shall be entitled to purchase the kind and number of Shares or other securities of the Company that the Holder would have owned or would have been entitled to receive after the happening of any of the events described above had this Warrant been exercised immediately prior to such combination shall, simultaneously with the effectiveness happening of such combination, be proportionately increasedevent or any record date with respect thereto. When any An adjustment is required made pursuant to be made in this subsection (a) shall become effective immediately after the Purchase Price, effective date of such event. (b) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as herein provided, the Warrant Price per Share payable upon exercise of this Warrant shall be changed adjusted (calculated to the number determined nearest $.0001) by dividing (i) an amount equal multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which is the number of shares issuable Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by and the Purchase Price in effect immediately prior to such adjustment, by (ii) denominator of which is the Purchase Price in effect number of Shares so purchasable immediately after such adjustment. (bc) If there shall occur If, at any capital reorganization or reclassification time while this Warrant remains outstanding, the holders of shares of the Company's Common Stock receive or, on or after the record date fixed for the determination of eligible stockholders, become entitled to receive, without payment, securities or property (other than a change in par value cash or a subdivision or combination as provided for in subsection 2(aCommon Stock) above), or any consolidation or merger of the Company with by way of dividend or into another corporation, or a transfer of all or substantially all other distribution in respect of the assets Common Stock, then in each such case, this Warrant shall entitle the Holder to acquire, in addition to the shares of Common Stock receivable upon an exercise of this Warrant and payment of the Warrant Price, the amount of such securities or property (other than cash or Common Stock) of the Company, thenwithout payment of additional consideration, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, had the Effective Date of such exercise of the Warrant occurred immediately prior to any the record date fixed for the determination of eligible stockholders for the distribution of such reorganizationsecurities or property in respect of the Common Stock. (d) For the purpose of this Section 7.1, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of term “shares of Common Stock which were then purchasable upon Stock” means (i) the exercise class of stock designated as the Common Stock, par value $0.001 per share, of the Company at the date of this Warrant. In Warrant or (ii) any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares other class of stock resulting from successive changes or other securities reclassification of such shares consisting solely of changes in par value, or property thereafter deliverable upon the exercise of this Warrantfrom par value to no par value, or from no par value to par value. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) If the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of the Company's Common Stock, (iii) combine its outstanding shares of Common Stock shall be subdivided into a greater smaller number of shares of Common Stock or (iv) reclassify or change (including a change to the right to receive, or a dividend in change into, as the case may be (other than with respect to a merger or consolidation pursuant to the exercise of appraisal rights), shares of stock, other securities, property, cash or any combination thereof) its Common Stock (including any such reclassification or change in connection with a consolidation or merger in which the Company is the surviving corporation), the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be paid in adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company or other property which the Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) If the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock, the Purchase Price number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase in effect immediately prior to connection with such subdivision rights, options or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate exercise price for the total number of shares of Common Stock issuable upon exercise of such rights, options or warrants would purchase at the current market price per share of Common Stock (as determined pursuant to paragraph (d) below) at such record date of date. Such adjustment shall be made whenever such dividend rights, options or warrants are issued, and shall simultaneously with the effectiveness of such subdivision or become effective immediately after the record date for the determination of stockholders entitled to receive such dividend be proportionately reduced. rights, options or warrants. (c) If outstanding the Company shall distribute to all holders of its shares of Common Stock (including any distribution made in connection with a merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash, dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be combined into a smaller determined by multiplying the number of sharesWarrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined pursuant to paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 6.1, the Purchase Price in effect immediately current market price per share of Common Stock at any date shall be the volume weighted average of the daily closing prices for the 20 consecutive trading days ending one trading day prior to such combination shall, simultaneously with the effectiveness date of such combinationcomputation. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the last sale price of the Common Stock on the OTC Bulletin Board, or any comparable system. If the current market price of the Common Stock cannot be proportionately increased. When any so determined, the Board of Directors of the Company shall reasonably determine the current market price on the basis of such quotations as are available. (e) No adjustment is required to be made in the Purchase Price, number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Warrant paragraph (e) are not required to be made shall be changed to carried forward and taken into account in the number determined by dividing (i) an amount equal determination of any subsequent adjustment. All calculations shall be made with respect to the number of shares issuable Warrant Shares purchasable hereunder, to the nearest tenth of a share and with respect to the Warrant Price payable hereunder, to the nearest whole cent. (f) Whenever the number of Warrant Shares purchasable upon the exercise of this each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No adjustment in effect immediately the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if the Company issues or distributes to each Holder of Warrants the rights options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such adjustmentevent or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (h) For the purpose of this Section 6, by the term “Common Stock” shall mean (i) the Series B common stock of the Company at the date of this Agreement, (ii) any other series or class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value, or (iii) the Purchase Series A common stock, par value $0.0001 per share, of the Company at any time after all outstanding shares of Series B Common Stock have been converted into shares of Series A Common Stock, or (iv) any other series or class of stock resulting from successive changes or reclassifications of Series A common stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value after all outstanding shares of Series B Common Stock have been converted into shares of Series A Common Stock. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant, and the Warrant Price of such shares, shall be subject to adjustment from time to time in effect immediately after a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (i), inclusive, and the provisions of Section 6.3 and Section 8, with respect to the Warrant Shares, shall apply on like terms to any such adjustmentother securities. (bi) If there shall occur any capital reorganization or reclassification of Upon the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part expiration of any rights, options, warrants or conversion or exchange privileges that result in an adjustment pursuant to this Section 6.1, if any thereof shall not have been exercised, the Warrant Price and the number of Warrant Shares purchasable upon the exercise of each Warrant shall, upon such reorganizationexpiration, reclassification, consolidation, merger be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or salehad the original adjustment not been required, as the case may be, lawful provision shall be made so that ) as if (A) the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of only shares of Common Stock which so issued were then purchasable the shares of Common Stock, if any, actually issued or sold upon the exercise of this Warrant. In any such caserights, appropriate adjustment options, warrants or conversion or exchange rights and (as reasonably determined in good faith B) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Board of Directors of Company upon such exercise plus the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrantaggregate consideration, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicableif any, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, actually received by the Company shall promptly mail to for the Registered Holder a certificate setting forth the Purchase Price after issuance, sale or grant of all such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock rights, options, warrants or other securities conversion or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) exchange rights whether or (b) abovenot exercised.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this each Warrant shall be changed is subject to adjustment from time to time upon the number determined by dividing occurrence of any of the events enumerated below. (a) In case the Company shall: (i) an amount equal to the pay a dividend in Shares, (ii) subdivide its outstanding Shares into a greater number of Shares, (iii) combine its outstanding Shares into a smaller number of Shares, or (iv) issue, by reclassification of its Shares, any shares issuable of its capital stock, the amount of Shares purchasable upon the exercise of this each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to the record date, in the case of such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)dividend, or any consolidation or merger of the Company with or into another corporationeffective date, or a transfer of all or substantially all of in the assets of the Company, then, as part case of any such reorganizationsubdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, consolidation, merger but shall become effective retroactively after such record date or salesuch effective date, as the case may be, lawful provision as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) No adjustment shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter nearest one-hundredth of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warranta Share. (c) When any No adjustment is required to shall be made in any of the Purchase Pricefollowing cases: (i) Upon the grant or exercise of stock options now or hereafter granted, the Company shall promptly mail or under any employee stock option or stock purchase plan now or hereafter authorized, to the Registered Holder a certificate setting forth extent that the Purchase Price after such adjustment and setting forth a brief statement aggregate of the facts requiring number of Shares which may be purchased under such adjustment. Such certificate shall also set forth options and the kind and amount number of Shares issued under such employee stock purchase plan is less than or other securities equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or property into which this Warrant shall be exercisable following exercise; (ii) Shares issued upon the occurrence conversion of any of the events specified Company's convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustments as follows: (a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock shall be paid or make a distribution to its stockholders in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock shall be combined into a smaller number of sharesshares of Common Stock, or (iv) issue by classification of its Common Stock other securities of the Company, then in any of the foregoing cases, the Purchase Price in effect number of Warrant Shares purchasable upon exercise of the Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company that it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to such combination shallthe happening of the event or any record date with respect thereto. Any adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the effective date of the event retroactive to the record date, simultaneously with if any, for the effectiveness event. (b) If the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of such combinationits Common Stock, without any charge to the holders, entitling them to subscribe for or purchase Common Stock at a price per share that is lower at the record date mentioned below than the then Current Market Price, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be proportionately increaseddetermined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of the rights, options, warrants or convertible securities, plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of the rights, options, warrants, or convertible securities, plus the number of shares of Common Stock that the aggregate offering price of the total number of shares offered would purchase at the Current Market Price as of the record date. When any The adjustment is required to shall be made whenever rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of stockholders entitled to receive the rights, options, warrants, or convertible securities. (c) If the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in subsection 4.1(b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Current Market Price on the date of distribution, and the denominator of which shall be the Current Market Price on the date of distribution minus the then fair value (determined as provided in subparagraph (e) below) of the portion of the assets or evidences of indebtedness so distributed or of the subscription rights, options, warrants, or convertible securities applicable to one share. The adjustment shall be made whenever any distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive the distribution. (d) No adjustment in the Purchase Pricenumber of Warrant Shares purchasable pursuant to this Warrant shall be required unless the adjustment would require an increase or decrease of at least one percent in the number of Warrant Shares then purchasable upon the exercise of this Warrant or, if this Warrant is not then exercisable, the number of Warrant Shares purchasable upon the exercise of this Warrant on the first date thereafter that this Warrant becomes exercisable; provided, however, that any adjustments which by reason of this subsection (4.1(d)) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment. (ie) an amount equal to Whenever the number of shares issuable Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, thenis adjusted, as part of any such reorganizationherein provided, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder Exercise Price payable upon exercise of this Warrant shall have be adjusted by multiplying the right thereafter Exercise Price immediately prior to receive the adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise hereof of the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, Warrant immediately prior to any such reorganizationthe adjustment, reclassification, consolidation, merger or sale, as and the case may be, such Registered Holder had held denominator of which shall be the number of shares Warrant Shares so purchasable immediately thereafter. (f) Whenever the number of Common Stock which were then Warrant Shares purchasable upon exercise of this Warrant is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder by first class mail, postage prepaid, notice of the adjustment and a certificate of the chief financial officer of the Company setting forth the number of Warrant Shares purchasable upon the exercise of this Warrant. In any such caseWarrant after the adjustment, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate the adjustment and the computation by which the adjustment was made. (g) For the purpose of this Section 4.1, the term "Common Stock" shall also set forth mean (i) the kind and amount class of stock designated as the Common Stock of the Company as of the Issue Date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of the Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. If, at any time, as a result of an adjustment made pursuant to this Section 4, the Warrantholder shall become entitled to purchase any securities of the Company other than Common Stock, then (y) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing the other securities or property into which and (z) thereafter the number of other securities so purchasable upon exercise of this Warrant shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Warrant Shares contained in subsection 2(a) or (b) abovethis Section 4.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed subject to adjustments as follows: (a) In case the number determined by dividing Company shall (i) an amount equal pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Common Stock, (ii) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its shareholders a right to purchase new Common Stock (or securities convertible into, exchangeable for or other entitling a holder thereof to receive Common Stock) from the proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (iii) subdivide its outstanding shares of Common Stock into a greater number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentCommon Stock, multiplied (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets Common Stock of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise of the Warrants immediately prior thereto shall be adjusted so that the holders of the Warrants shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the holders would have received had such Warrants been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Warrant. subdivision shall become effective immediately after the close of business on the record date in the case of a stock dividend and shall become effective immediately after the close of business on the effective date in the case of a stock split, subdivision, combination or reclassification. (b) In any case the Company shall distribute, without receiving consideration therefor, to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends other than as described in Section (8)(a)(ii)), then in such case, appropriate adjustment the number of shares of Common Stock thereafter issuable upon exercise of the Warrants shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of the Warrants, by a fraction, of which the numerator shall be the closing bid price per share of Common Stock on the record date for such distribution, and of which the denominator shall be the closing bid price of the Common Stock less the then fair value (as reasonably determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed per share of Common Stock. Such adjustment shall be made in whenever any such distribution is made and shall become effective immediately after the application record date for the determination of the provisions set forth herein with respect stockholders entitled to the rights and interests thereafter of the Registered Holder of this Warrant, receive such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantdistribution. (c) When any Any adjustment is in the number of shares of Common Stock issuable hereunder otherwise required to be made by this Section 8 will not have to be adjusted if such adjustment would not require an increase or decrease in one percent (1%) or more in the Purchase Pricenumber of shares of Common Stock issuable upon exercise of the Warrant. No adjustment in the number of Shares purchasable upon exercise of this Warrant will be made for the issuance of shares of capital stock to directors, employees or independent Warrantors pursuant to the Company's or any of its subsidiaries' stock option, stock ownership or other benefit plans or arrangements or trusts related thereto or for issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under such plan. (d) Whenever the number of shares of Common Stock issuable upon the exercise of the Warrants is adjusted, as herein provided the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the exercise of each share of the Warrants immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter. (e) The Company from time to time by action of its Board of Directors may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board of Directors of the Company in its sole discretion shall have made a determination that such decrease would be in the best interest of the Company, which determination shall be conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement holders of record of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any Warrants a notice of the events specified decrease at least fifteen (15) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant Price and the period it will be in subsection 2(a) or (b) aboveeffect.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be paid in respect adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common StockStock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the Purchase numerator of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If any capital reorganization or reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange, Nasdaq the Bulletin Board or such other quotation system or association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed. (d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the application case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (e) In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (cf) When To the extent permitted by applicable law and the listing requirements of any adjustment stock market or exchange on which the Common Stock is required then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board shall have made a determination that such decrease would be made in the Purchase Pricebest interests of the Company, which determination shall be conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall promptly mail provide written notice thereof to the Registered Holder a certificate setting forth Warrantholder at least five (5) days prior to the Purchase date the decreased Warrant Price after takes effect, and such adjustment notice shall state the decreased Warrant Price and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into period during which this Warrant shall it will be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveeffect.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant Option shall be changed subject to adjustments as follows: (a) In case the number determined by dividing Company shall (i) an amount equal pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Common Stock, (ii) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its shareholders a right to purchase new Common Stock (or securities convertible into, exchangeable for or other entitling a holder thereof to receive Common Stock) from the proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (iii) subdivide its outstanding shares of Common Stock into a greater number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentCommon Stock, multiplied or (iv) issue by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets Common Stock of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise of this Warrant. the Options immediately prior thereto shall be adjusted so that the holders of the Options shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the holders would have received had such Options been converted immediately prior to the happening of such event or any record date with respect thereto. (b) In any case the Company shall distribute, without receiving consideration therefor, to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends other than as described in Section (8)(a)(ii)), then in such case, appropriate adjustment the number of shares of Common Stock thereafter issuable upon exercise of the Options shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of the Options, by a fraction, of which the numerator shall be the closing bid price per share of Common Stock on the record date for such distribution, and of which the denominator shall be the closing bid price of the Common Stock less the then fair value (as reasonably determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed per share of Common Stock. Such adjustment shall be made in whenever any such distribution is made and shall become effective immediately after the application record date for the determination of the provisions set forth herein with respect stockholders entitled to the rights and interests thereafter of the Registered Holder of this Warrant, receive such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantdistribution. (c) When any Any adjustment is in the number of shares of Common Stock issuable hereunder otherwise required to be made by this Section 8 will not have to be adjusted if such adjustment would not require an increase or decrease in one percent (1%) or more in the Purchase Pricenumber of shares of Common Stock issuable upon exercise of the Option. No adjustment in the number of Shares purchasable upon exercise of this Option will be made for the issuance of shares of capital stock to directors, employees or independent Optionors pursuant to the Company’s or any of its subsidiaries’ stock option, stock ownership or other benefit plans or arrangements or trusts related thereto or for issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under such plan. (d) Whenever the number of shares of Common Stock issuable upon the exercise of the Options is adjusted, as herein provided, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the exercise of each share of the Options immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter. (e) The Company from time to time by action of its Board of Directors may decrease the Exercise Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board of Directors of the Company in its sole discretion shall have made a determination that such decrease would be in the best interest of the Company, which determination shall be conclusive. Whenever the Exercise Price is decreased pursuant to the preceding sentence, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement holders of record of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any Options a notice of the events specified decrease at least fifteen (15) days prior to the date the decreased Exercise Price takes effect, and such notice shall state the decreased Exercise Price and the period it will be in subsection 2(a) or (b) aboveeffect.

Adjustments. (a) If outstanding the Company shall (i) pay a dividend or make any other distribution with respect to its Common Stock which consists in whole or in part of shares of the Company's its Common Stock, (ii) subdivide or reclassify its Common Stock shall be subdivided into a greater number of shares or a dividend in (iii) combine or reclassify its Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller lesser number of shares, then in each of clause (i), (ii) and (iii), the Purchase Price in effect Conversion Rate shall be adjusted (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof) so that a holder of any shares of Series B Preferred Stock thereafter converted shall be entitled to receive the number and kind of other securities that such holder of Series B Preferred Stock would have owned or been entitled to receive after the happening of such dividend, subdivision, combination, or other reclassification had such shares of Series B Preferred Stock been converted immediately prior to such combination shall, simultaneously with the effectiveness happening of such combinationreclassification or any record date with respect thereto. An adjustment made pursuant to this Section shall become effective on the date of the dividend payment, subdivision, combination or issuance and shall be proportionately increasedapplied from the record date with respect thereto, if any, for such event. When any Such adjustment is required to shall be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentsuccessively. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationshall be a party to any transaction, or including a transfer merger, consolidation, sale of all or substantially all of the assets Company’s assets, reorganization, liquidation or recapitalization of the CompanyCommon Stock (each of the foregoing being referred to as a “Transaction”), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), then, as part of any in connection with such reorganizationTransaction, reclassification, consolidation, merger or sale, as the case may be, lawful Company shall make provision shall for the Series B Preferred Stock to be made so that converted into the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or and other securities or property which such Registered Holder would have been entitled and the right to receive if, the property receivable (including cash) by a holder of that number of shares of Common Stock into which one share of Series B Preferred Stock was convertible immediately prior to any such reorganization, reclassification, consolidation, merger Transaction (regardless of whether or sale, not actual conversion into Common Stock at such time would be permissible under Section 4 hereof) and upon consummation of the Transaction the Series B Preferred Stock shall be automatically converted into such amount of stock and other securities and the right to receive property at the same time and in the same manner as the Common Stock is so converted (or as promptly as practicable thereafter). Any shares of stock and other securities and property shall be payable to the holder upon surrender of the shares of Series B Preferred Stock or as otherwise provided for as if such delivery were of Common Stock pursuant to Section 5(a). The Company shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section. (c) Notwithstanding the foregoing, in any case in which this Section 5 provides that an adjustment shall become effective immediately after a record date for an event, the Company may bedefer until the occurrence of such event issuing to the holder of any shares of Series B Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion before giving effect to such adjustment. (d) If the Company shall take any action affecting the shares of Common Stock, such Registered Holder had held other than any action described in this Section 5, which in the reasonable opinion of the Board of Directors would adversely affect the conversion rights of the holders of Series B Preferred Stock, then the number of shares of Common Stock which were then purchasable upon that a share of Series B Preferred Stock is convertible into immediately before such action shall be adjusted, to the exercise of this Warrant. In any extent permitted by applicable law or regulation, in such case, appropriate adjustment (manner and at such time as reasonably determined in good faith by the Board of Directors may determine in good faith to be equitable in the circumstances. Any such determinations shall be memorialized in writing and shall be maintained on file at the Company’s principal executive office and shall be made available to any stockholder upon request. (e) Whenever the number of shares of Common Stock into which one share of Series B Preferred Stock is convertible is adjusted as herein provided, the chief financial officer of the Company or his or her designee(s) shall compute the required adjustment in accordance with the foregoing provisions and shall prepare a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. A copy of such certificate shall be filed promptly with the Conversion Agent and mailed to each holder of shares of Series B Preferred Stock at such holder’s last address as shown on the stock books of the Company. (f) The Company shall be made not, without the consent of a majority of the shares of the outstanding Series B Preferred Stock, voting separately as a class, make a publicly-announced tender offer for its Common Stock unless the Company provides to all holders of the Series B Preferred Stock the right to participate in the application tender offer on the same terms and conditions as holders of Common Stock, provided that any Series B Preferred Stock tendered shall receive, upon surrender of the provisions set forth herein Series B Preferred Stock to the Company, the consideration payable with respect to the rights and interests thereafter number of shares of Common Stock into which the Series B Preferred Stock so tendered would be convertible at the time immediately prior to the consummation of the Registered Holder tender offer (regardless of this Warrant, whether or not actual conversion at such that the provisions set forth in this time would be permissible under Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant4 hereof). (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. If the Company shall (ai) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or pay a dividend in shares of Common Stock shall be paid or make a distribution in respect shares of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date (ii) subdivide its outstanding shares of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If Common Stock, (iii) combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares of Common Stock or (iv) reclassify or change its Common Stock (including any such reclassification or change in connection with a consolidation or merger in which the Company is the surviving corporation), the Purchase Price in effect number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company or other property which the Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to such combination shall, simultaneously with the effectiveness happening of such combinationevent or any record date with respect thereto. An adjustment made pursuant to this paragraph 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, be proportionately increased. When any if any, for such event. (a) No adjustment is required to be made in the Purchase Price, number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Warrant paragraph (a) are not required to be made shall be changed to carried forward and taken into account in the number determined by dividing (i) an amount equal determination of any subsequent adjustment. All calculations shall be made with respect to the number of shares issuable Warrant Shares purchasable hereunder, to the nearest tenth of a share and with respect to the Warrant Price payable hereunder, to the nearest whole cent. (b) Whenever the number of Warrant Shares purchasable upon the exercise of this each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision denominator shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then Warrant Shares purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantimmediately thereafter. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection Section 2(a) aboveof this Warrant), or any consolidation or merger of the Company with or into another corporationcorporation pursuant to which such other corporation agrees to assume the obligations of the Company under this Warrant, or a transfer of all or substantially all of the assets of the CompanyCompany pursuant to which the transferee agrees to assume the obligations of the Company under this Warrant, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the CompanyBoard) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. If there shall occur any consolidation or merger of the Company with or into another corporation pursuant to which such other corporation does not agree to assume the obligations of the Company under this Warrant or a transfer of all or substantially all of the assets of the Company pursuant to which the transferee does not agree to assume the obligations of the Company under this Warrant, to the extent not then exercised, this Warrant shall immediately (other than with respect to the restrictions on transfer set forth in Section 4 of this Warrant, the rights of the Company pursuant to Section 11 of this Warrant and the lock-up provisions of Section 12 of this Warrant) be deemed cancelled, all rights of the Registered Holder hereunder shall be null and void and no Warrant Shares may be issued hereunder. With respect to any notice provided to the Registered Holder pursuant to Section 7 of this Warrant in case of such a consolidation or merger of the Company or of such a sale of all or substantially all of the assets of the Company, where the surviving corporation or the transferee, respectively, does not agree to assume the obligations of the Company under this Warrant, such notice shall so specify that the surviving corporation or the transferee, respectively, does not agree to assume the obligations of the Company under this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection Sections 2(a) or (b2(b) aboveof this Warrant.

Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below. (a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued. (c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the Nasdaq SmallCap Market, the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year. (d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share. (e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases: (i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise; (ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. (a) If Subject and pursuant to the provisions of this subsection F, the Conversion Price shall be subject to adjustment from time to time only as set forth hereinafter: i. In case USA shall declare a Common Stock dividend on the Common Stock, then the Conversion Price shall be proportionately decreased as of the close of business on the date of record of said Common Stock dividend in proportion to such increase of outstanding shares of the Company's Common Stock. ii. If USA shall at any time subdivide its outstanding Common Stock shall be subdivided into a greater number of shares by recapitalization, reclassification or a dividend in Common Stock shall be paid in respect of Common Stocksplit-up thereof, the Purchase Conversion Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If decreased, and, if USA shall at any time combine the outstanding shares of Common Stock shall be combined into a smaller number of sharesby recapitalization, reclassification, reverse stock split, or combination thereof, the Purchase Conversion Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any Any such adjustment is required to be made in the Purchase Price, Conversion Price shall become effective at the number close of Warrant Shares purchasable upon business on the exercise of this Warrant record date for such subdivision or combination. The Conversion Price shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization proportionately increased or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or saledecreased, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter in proportion to receive upon the exercise hereof the kind and amount of shares of stock such increase or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or saledecrease, as the case may be, such Registered Holder had held the number of outstanding shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantStock. (c) When any adjustment iii. Whenever the Conversion Price is required to be made in the Purchase Priceadjusted as herein provided, the Company USA shall promptly mail to the Registered Holder registered holder of this Convertible Senior Note a certificate statement signed by an officer of USA setting forth the Purchase Price after such adjusted Conversion Price, determined as so provided. iv. This form of Certificate need not be changed because of any adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which is required pursuant to this Warrant Section F. However, USA may at any time in its sole discretion (which shall be exercisable following conclusive) make any change in the occurrence form of this Certificate that USA may deem appropriate and that does not affect the substance hereof; and any of Certificate thereafter issued, whether in exchange or substitution for this Certificate or otherwise, may be in the events specified in subsection 2(a) or (b) aboveform as so changed.

Adjustments. Subject and pursuant to the provisions of this ----------- Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur. (b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the assets of the Company's properties to another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder properties as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Warrantparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) When any adjustment is required to be made in the Purchase Price, In case the Company shall promptly mail fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock (as determined pursuant to Section 3), less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. Such adjustment shall be made successively whenever such a payment date is fixed. (d) If pursuant to the Registered Holder a certificate setting forth Purchase Agreement by and between the Company and the Investor named therein dated June 8, 1999 (the "Purchase Agreement") there is an adjustment to the Purchase Price under Section 7.1(a), then the Warrant Price shall be reduced to a price equal to 110% of such per share adjusted Purchase Price. Such adjustments shall be made successively whenever required. (e) An adjustment shall become effective immediately after such the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (f) In the event that, as a result of an adjustment and setting forth a brief statement made pursuant to Section 8(a), the holder of the facts requiring Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such adjustment. Such certificate shall also set forth other shares so receivable upon exercise of the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Warrant Shares contained in subsection 2(a) or (b) abovethis Warrant.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant the Warrants shall be changed subject to adjustment as follows: (a) In case the number determined by dividing Company shall (i) pay a dividend in Common Stock or make a distribution in Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue, by reclassification of its Common Stock, other securities of the Company, the number of Shares purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Shares or other securities of the Company which the Warrantholder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 8.1(a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an amount equal increase or decrease of at least one percent in the number of Shares then purchasable upon the exercise of the Warrants; provided, however, that any adjustments which by reason of this subsection 8.1(b) are not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of shares issuable of Common Stock purchasable upon the exercise of this a Warrant is adjusted as herein provided, the Warrant Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to such adjustment, multiplied by and the Purchase Price in effect denominator of which shall be the number of Shares of Common Stock so purchasable immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentthereafter. (bd) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held Whenever the number of shares of Common Stock which were then Shares purchasable upon the exercise of this Warrant. In any the Warrants is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder by certified or registered mail, return receipt requested, postage prepaid, notice of such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors and a certificate of the Company) shall be made in the application chief financial officer of the provisions set Company setting forth herein with respect to the rights and interests thereafter number of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable Shares purchasable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price Warrants after such adjustment and setting forth adjustment, a brief statement of the facts requiring such adjustment. Such certificate adjustment and the computation by which such adjustment was made. (e) For the purpose of this subsection 8.1, the term "Common Stock" shall also set forth mean the kind and amount class of stock or designated as the Common Stock of the Company at the date of this Agreement. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any securities of the Company other than Common Stock, (i) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing such other securities or property into which this Warrant and (ii) thereafter the number of such other securities so purchasable upon exercise of the Warrants shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Shares contained in subsection 2(a) or (b) abovethis Section 8.

Adjustments. Subject and pursuant to the provisions of this Section (af), the Option Price and number of Common Shares subject to this Option shall be subject to adjustment from time to time as set forth hereinafter. (A) If the Company shall, at any time, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares Shares by recapitalization, reclassification, split up thereof, or a dividend in Common Stock shall be paid in respect of Common Stockother such issuance without additional consideration, the Purchase appropriate Option Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If decreased, and if the Company shall at any time combine the outstanding shares of Common Stock shall be combined into a smaller number of sharesShares by recapitalization, reclassification or combination thereof, the Purchase Option Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any Any such adjustment is required to be made the Option Price or the corresponding adjustment to the Option Price shall become effective at the close of business on the record date for such subdivision or combination. (B) In the event that prior to the expiration date of this Option the Company adopts a resolution to merge, consolidate, or sell percentages in the Purchase Priceall of its assets, the number of Warrant Shares purchasable each Option holder upon the exercise of this Warrant shall his Option will be changed entitled to receive the same treatment as a holder of any other share of Common Stock. In the event the Company adopts a resolution for the liquidation, dissolution, or winding up of the Company's business, the Company will give written notice of such adoption of a resolution to the number determined by dividing Holder of this Option. Thereupon all liquidation and dissolution rights under this Option will terminate at the end of thirty (i30) an amount equal days from the date of the notice to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by extent not exercised within those thirty (ii30) the Purchase Price in effect immediately after such adjustmentdays. (bC) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value capital stock of the Company or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or a transfer of all assets with respect to or substantially all of the assets of the Companyin exchange for Common Stock, then, as part a condition of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter and until the expiration date to receive upon the exercise hereof such Option for the kind and amount of stock, securities, cash or assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of stock or other securities or property Common Stock for the purchase of which such Registered Holder would Option might have been entitled to receive if, exercised immediately prior to any such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section (f). (D) In case may beat any time the Company shall declare a dividend or make any other distribution upon any stock of the Company payable in Common Stock, then such Registered Holder had held Common Stock issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. (E) Upon any adjustment of the appropriate respective Option Price as hereinabove provided, the number of Common Shares issuable upon exercise of each class of Option shall be changed to the number of shares determined by dividing (i) the aggregate Option Price payable for the purchase of all shares issuable upon exercise of that class of Option immediately prior to such adjustment by (ii) the appropriate Option Price per share in effect immediately after such adjustment. (F) No adjustment in the Option Price shall be required under Section (f) hereof unless such adjustment would require an increase or decrease in such price of at least 25% provided, however, that any adjustments which by reason of the foregoing are not required at the time to be made shall be carried forward and taken into account and included in determining the amount of any subsequent adjustment, and provided further, however, that in case the Company shall at any time subdivide or combine the outstanding Common Stock Shares as a dividend, said amount of 25% per share shall forthwith be proportionately increased in the case of a combination or decreased in the case of a subdivision or stock dividend so as to appropriately reflect the same. (G) On the effective date of any new Option Price the number of shares as to which were then purchasable upon any Option may be exercised shall be increased or decreased so that the total sum payable to the Company on the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Option shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantremain constant. (cH) When The form of Option need not be changed because of any adjustment change pursuant to this Article, and Options issued after such change may state the Option Price and the same number of shares as is required to be made stated in the Purchase PriceOptions initially issued pursuant to this Option. However, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into may at any time in its sole discretion (which this Warrant shall be exercisable following conclusive) make any change in the occurrence form of Option that the Company may deem appropriate and that does not affect the substance thereof, and any of Option thereafter issued or countersigned, whether in exchange or substitution for an outstanding Option or otherwise, may be in the events specified in subsection 2(a) or (b) aboveform as so changed.

Adjustments. Subject and pursuant to the provisions of this Section 6, the Option Price and number of Option Shares subject to this Option shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall, at any time or from time to time while this Option is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock shall be paid in respect into a smaller number of shares or issue by reclassification of its outstanding shares of Common StockStock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Purchase Option Price in effect immediately prior to the date on which such subdivision or at the record date of such dividend change shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock become effective shall be combined into adjusted by multiplying such Option Price by a smaller number of sharesfraction, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness numerator of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant which shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which were then shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Option Shares purchasable upon exercise of this Option shall be adjusted by multiplying the number of Option Shares purchasable upon exercise of this Option immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Option Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Option Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (b) In case the Company shall do any of the following (each, a “Triggering Event”): (i) consolidate or merge with or into any other Person (as defined below) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for securities of any other Person or cash or any other property, or (iii) transfer all or substantially all of its properties or assets to any other Person, or (iv) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of Option Shares that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option, the Employee of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option is not exercised prior to such Triggering Event, to receive at the Option Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant. In any Option prior to such caseTriggering Event, appropriate adjustment the securities, cash and property to which such Employee would have been entitled upon the consummation of such Triggering Event if such Employee had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect nearly equivalent as possible to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth adjustments provided for elsewhere in this Section 2 6, and the Option Price shall be adjusted to equal the product of (including provisions with respect to adjustment A) the closing price of the Purchase Pricecommon stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) shall thereafter be applicable, the quotient of (i) the Option Price divided by (ii) the Fair Market Value per share of Common Stock as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable the date immediately preceding the issuance date of this Option. Immediately upon the exercise occurrence of this Warrant. (c) When any adjustment is required to be made in the Purchase Pricea Triggering Event, the Company shall promptly mail notify the Employee in writing of such Triggering Event and provide the calculations in determining the number of Option Shares issuable upon exercise of the new Option and the adjusted Option Price. Upon the Employee’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Registered Holder Employee a certificate setting forth new Option of like tenor evidencing the Purchase right to purchase the adjusted number of Option Shares and the adjusted Option Price after such adjustment pursuant to the terms and setting forth a brief statement provisions of the facts requiring such adjustmentthis Section 6(b). Such certificate shall also set forth the kind and amount For purposes of stock this Section 6(b), “Person” means any individual, corporation, partnership, joint venture, limited liability company, association or any other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveentity.

Adjustments. (a) If outstanding shares The Purchase Price, the number and kind of securities, cash or other property obtainable upon exercise of each Right and the Company's Common Stock shall be subdivided into a greater number of shares or Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Rights Agreement (A) declare a dividend on the Common Shares payable in Common Stock shall be paid in respect of Shares, (B) subdivide the outstanding Common StockShares, (C) combine the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesCommon Shares or (D) issue any shares of its capital stock in a reclassification of Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e), the Purchase Price Price, as in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such combination shalldate and at a time when the Common Shares transfer books of the Company were open, simultaneously with the effectiveness such holder would have owned upon such exercise and been entitled to receive by virtue of such combinationdividend, be proportionately increased. When any adjustment is required subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be made in the Purchase Price, the number of Warrant Shares purchasable paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Warrant Section 11(a)(i) shall be changed in addition to, and shall be made prior to, any adjustment required pursuant to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by Section 11(a)(ii). (ii) In the Purchase Price in effect immediately after such adjustment. (b) If there event any Person, alone or together with its Affiliates or Associates, shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)become an Acquiring Person, or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful then proper provision shall be made so that the Registered Holder holder of a Right (except as provided below and in Section 7(e)) shall, for a period of 60 days after the later of the occurrence of any such event or the effective date of an appropriate registration statement under the Securities Act pursuant to Section 9, have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price, in accordance with the terms of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may beRights Agreement, such Registered Holder had held the number of shares of Common Stock which were Shares (or, in the discretion of the Board, preferred shares) as shall equal the result obtained by (x) multiplying the then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith current Purchase Price by the Board number of Directors Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and dividing that product by (y) 50% of the then Current Market Price per share of the Company) shall be made in 's Common Shares on the application date of such first occurrence (such number of shares being referred to as the provisions set forth herein with respect "Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any foregoing adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.subject to

Adjustments. The number of Option Shares and the Option Price shall be adjusted as set forth herein: (ai) If In the event that a stock dividend shall be declared on the Common Stock payable in shares of the Common Stock, the Option Shares shall be adjusted by adding to each Option Share the number of shares which would be distributable thereon if such Option Share had been outstanding on the date fixed for determining the shareholders entitled to receive such stock dividend. (ii) In the event that the outstanding shares of the Company's Common Stock shall be subdivided changed into or exchanged for a greater different number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities of the Company whether through recapitalization, stock split, combination of shares, or property otherwise, then there shall be substituted for each Option Share the number and kind of shares of stock or the securities into which each outstanding share of the Common Stock shall be so changed or for which each such Registered Holder would have been entitled to receive ifshare shall be exchanged. (iii) In the event that the outstanding shares of the Common Stock shall be changed into or exchanged for shares of stock or other securities of another corporation, immediately prior to any such whether through reorganization, reclassification, consolidationsale of assets, merger or saleconsolidation in which the Company is the surviving corporation, as then there shall be substituted for each Option Share the case may benumber and kind of shares of stock or the securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchanged. (iv) In the event that any sale of shares of Common Stock (except any such sale made pursuant to any right, such Registered Holder had held option, warrant or convertible security outstanding prior to the date of this Agreement), or the issuance of any rights, options, or warrants to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) occurs after the date of this Agreement, which sale or issuance, in the aggregate, will increase the number of shares of Common Stock which were then purchasable outstanding during the Term by Forty percent (40%), then, upon each such sale or issuance, the exercise of this Warrant. In any Employee shall be issued additional Option Shares such casethat, appropriate adjustment (as reasonably determined in good faith when the additional Option Shares are aggregated with the Option Shares heretofore owned by the Board of Directors of Employee, the Company) shall be made in Employee has the application of right to purchase, at the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions same times set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Priceparagraph 4(c), the Company shall promptly mail same percentage of Common Stock at the same price per share as the Employee maintained prior to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock sale or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveissuance.

Adjustments. Subject and pursuant to the provisions of this Section 11, the Warrant Price and number of Common Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall at any time subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares Shares by recapitalization, reclassification, split-up thereof, or a dividend in Common Stock shall be paid in respect of Common Stockother such issuance without additional consideration, the Purchase Warrant Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock shall be combined into a smaller number of sharesShares by recapitalization, reclassification or combination thereof, the Purchase Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any Any such adjustment is required to be made in the Purchase Warrant Price, or the corresponding adjustment to the number of Warrant Common Shares purchasable upon the exercise of this Warrant Warrants, shall be changed to become effective at the number determined by dividing (i) an amount equal to close of business on the number of shares issuable upon the exercise of this Warrant immediately prior to record date for such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentsubdivision or combination. (b) In the event the Company adopts a resolution for the liquidation, dissolution, or winding up of the Company's business, the Company will give written notice of such adoption of a resolution to the registered holders of the Warrants. Thereupon all liquidation and dissolution rights under the Warrants will terminate at the end of thirty (30) days from the date of the notice to the extent not exercised within those thirty (30) days. (c) If there shall occur any capital reorganization or reclassification of the Company's Common Stock of the Company (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) abovevalue), or any consolidation or merger of the Company with or into another corporationcorporation (other than a merger with a subsidiary in which the Company is the surviving entity), or a transfer the sale of all or substantially all of the its assets to another corporation, shall be effected in such a way that holders of the CompanyCommon Stock shall be entitled to receive stock, securities, cash, or assets with respect to or in exchange for Common Stock, then, as part a condition of any such reorganization, reclassification, consolidation, merger or sale, the Company or such successor or purchasing corporation, as the case may be, lawful provision shall be made so execute with the Warrant Agent a supplemental Warrant Agreement providing that the Registered Holder each registered holder of this a Warrant shall have the right thereafter and until the expiration date to receive upon the exercise hereof such Warrant for the kind and amount of stock, securities, cash or assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of stock or other securities or property Common Stock for the purchase of which such Registered Holder would Warrant could have been entitled to receive if, exercised immediately prior to any such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the case may beadjustments provided for in this Section 11. (d) Upon any adjustment of the Warrant Price as hereinabove provided, such Registered Holder had held the number of Common Shares issuable upon exercise of a Warrant shall be changed to the number of shares determined by dividing (i) the aggregate Warrant Price payable for the purchase of all shares issuable upon exercise of the Warrant immediately prior to such adjustment by (ii) the Warrant Price per share in effect immediately after such adjustment. (e) Anything hereinabove to the contrary notwithstanding, no adjustment of the Warrant Price or in the number of Common Shares subject to any Warrant shall be made upon the issuance or sale by the Company of any Common Shares pursuant to the exercise of any warrants which may be issued by the Company pursuant to any underwriting agreement between the Company and any underwriter (including the Underwriter), pursuant to the issuance of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified Warrants, pursuant to any existing stock option plan or any such plan which may be adopted by the Company, pursuant to any merger, reorganization, consolidation, acquisition or other corporate transaction, or otherwise in subsection 2(aconnection with any issuance of securities by the Company, except as specifically identified herein. (f) No adjustment in the Warrant Price shall be required under this Section 11 unless such adjustment would require an increase or decrease in such price of at least 10%; provided, however, that any adjustments which by reason of the foregoing are not required at the time to be made shall be carried forward and taken into account and included in determining the amount of any subsequent adjustment; and provided further, however, that in case the Company shall at any time subdivide or combine the outstanding Common Shares or issue any additional Common Shares as a dividend, said amount of 10% per share shall forthwith be proportionately increased in the case of a combination or decreased in the case of a subdivision or stock dividend so as to appropriately reflect the same. (bg) aboveOn the effective date of any new Warrant Price the number of shares as to which any Warrant may be exercised shall be increased or decreased so that the total sum payable to the Company on the exercise of such Warrant shall remain constant. (h) The form of Warrant need not be changed because of any change pursuant to this Article, and Warrants issued after such change may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this agreement. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof; and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

Adjustments. The Exercise Price and the number of Shares for which this Warrant is exercisable as hereinabove provided shall be subject to adjustments as follows: (a) If In case the Corporation shall (i) pay a dividend on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined into a smaller lesser number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness or (iv) issue by reclassification of such combination, be proportionately increased. When its shares of Common Stock any adjustment is required to be made in the Purchase Priceshares of its capital stock, the number of Warrant Shares purchasable upon the exercise of this Warrant in effect immediately prior thereto and the Exercise Price, in each case, shall be changed adjusted so that the Holder shall be entitled to receive, upon exercise of this Warrant, the number determined by dividing (i) an amount equal to the aggregate number of shares issuable upon Shares which such Holder would have owned or have been entitled to receive after the exercise happening of such event, at the aggregate Exercise Price that such Holder would have paid, in each case, had such Holder exercised this Warrant immediately prior to the record date in the case of such adjustmentdividend or the effective date in the case of any such subdivision, multiplied by combination or reclassification. In addition, in the Purchase Price case (x) the Corporation shall pay a dividend on the Common Stock in effect assets (other than cash or Common Stock) or (y) the Common Stock is or becomes converted into any other security or asset, then the Shares to which the Holder is entitled shall include such other security or assets that the Holder would have owned or have been entitled to receive after the happening of such event had such Holder exercised this Warrant immediately prior to the record date in the case of such adjustment, by (ii) dividend or the Purchase Price effective date in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part case of any such reorganizationconversion. An adjustment made pursuant to this subsection (a) shall be made whenever any such events shall happen, reclassification, consolidation, merger but shall become effective retroactively after such record date or salesuch effective date, as the case may be, lawful provision as to portion of this Warrant exercised between such record date or effective date and the date of happening of any such event. (b) All adjustments under this Section 7 shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantnearest cent. (c) When In case at any adjustment is required to be made time conditions arise by reason of action taken by the Corporation which, in the Purchase opinion of its board of directors or in the opinion of the Holder, are not adequately covered by the other provisions of this Section 7 and which might materially and adversely affect the rights of the Holder, then the board of directors of the Corporation shall appoint a firm of independent certified public accountants of recognized national standing, who may be the accountants then auditing the books of the Corporation. Such accountant shall determine the adjustment, if any, on a basis consistent with the standards established in the other provisions of this Section 5, necessary with respect to the Exercise Price or adjusted Exercise Price, as so to preserve, without dilution, the Company exercise rights of the Holder. Upon receipt of such opinion, the board of directors of the Corporation shall promptly mail forthwith make the adjustments described in such report. In this regard, the Corporation shall be deemed to have undertaken a fiduciary duty with respect to the Registered Holder Holder. (d) Whenever the Exercise Price or the number of Shares is adjusted as herein provided, the Corporation shall prepare a certificate signed by the chief financial officer of the Corporation setting forth the Purchase adjusted Exercise Price after and the adjusted number of Shares and showing in reasonable detail the facts upon which such adjustment and setting forth is based. As promptly as practicable, the Corporation shall cause a brief statement copy of the facts requiring such adjustment. Such certificate shall also set forth referred to in this subsection (d) to be mailed to the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveHolder.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustmentevent to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Company's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the exercise hereof the kind basis and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights terms and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.conditions

Adjustments. (a) If outstanding shares share of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend dividend, be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of sharesshare, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the tot he rights and interests interest thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions provision with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Ordinary Shares in Ordinary Shares, subdivide its outstanding shares of the Company's Common Stock shall be subdivided Ordinary Shares into a greater number of shares or combine its outstanding Ordinary Shares into a dividend smaller number of shares or issue by reclassification of its outstanding Ordinary Shares any shares of its capital stock (including any such reclassification in Common Stock connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of Ordinary Shares or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Common StockWarrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of a distribution to all holders of Ordinary Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller the total number of shares, Ordinary Shares outstanding multiplied by the Purchase Market Price in effect (as defined below) per Ordinary Share immediately prior to such combination shallpayment date, simultaneously with less the effectiveness fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such combinationsubscription rights or warrants, and the denominator of which shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the total number of Warrant Ordinary Shares purchasable upon the exercise of this Warrant shall be changed to the number determined outstanding multiplied by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant such Market Price per Ordinary Share immediately prior to such adjustmentpayment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Ordinary Shares are then listed on a national stock exchange, multiplied by the Purchase Price in effect immediately closing sale price of one Ordinary Share on such exchange on the last trading day prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. Valuation Date; (b) If there shall occur any capital reorganization or reclassification if the Ordinary Shares are then quoted on the Nasdaq Stock Market, Inc. (“Nasdaq”), the closing sale price of one Ordinary Share on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the Company's Common Stock high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (other than c) if the Ordinary Shares are not then listed on a change in par value national stock exchange or a subdivision or combination quoted on Nasdaq, the Fair Market Value of one Ordinary Share as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationValuation Date, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company and the Warrantholder. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Market Value of an Ordinary Share as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Market Value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder. Such adjustment shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, successively whenever such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as a payment date is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantfixed. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. (a) If The number of securities purchasable upon exercise of this Selling Agent’s Warrant and the exercise prices therefor shall be subject to adjustment from time to time in the event that the Company shall: (1) pay a dividend in, or make a distribution of, shares of Common Stock or other securities, (2) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (3) combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares or (4) spin-off a subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary to its Common Stock stockholders. In any such case, the Purchase Price in effect total number of securities purchasable upon exercise of this Selling Agent’s Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to such combination shallreceive, simultaneously with at the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Pricesame aggregate exercise price, the number of shares of Common Stock or other securities that the Holder would have owned or would have been entitled to receive immediately following the occurrence of any of the events described above had this Selling Agent’s Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant been exercised in full immediately prior to the occurrence (or applicable record date) of such adjustmentevent. An adjustment made pursuant to this Section 5(a) shall, multiplied by in the Purchase Price case of a stock dividend or distribution, be made as of the record date and, in effect immediately prior the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of any adjustment pursuant to this Section 5(a), the Holder shall become entitled to receive shares of two or more classes or series of securities of the Company, the Board of Directors of the Company shall equitably determine the allocation of the adjusted exercise price between or among shares of the Holder of such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentallocation. (b) If there shall occur In the event of any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger recapitalization of the Company or in the event the Company consolidates with or merges into or with another corporation, entity or a transfer of transfers all or substantially all of its assets to another entity, then and in each such event, the assets Holder, on exercise of this Selling Agent’s Warrant as provided herein, at any time after the Companyconsummation of such reorganization, thenrecapitalization, as part consolidation, merger or transfer, shall be entitled, and the documents executed to effectuate such event shall so provide, to receive the stock or other securities or property to which the Holder would have been entitled upon such consummation if the Holder had exercised this Selling Agent’s Warrant immediately prior thereto. In such case, the terms of this Selling Agent’s Warrant shall survive the consummation of any such reorganization, reclassificationrecapitalization, consolidation, merger or sale, as the case may be, lawful provision transfer and shall be made so that applicable to the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which receivable on the exercise of this Selling Agent’s Warrant after such Registered Holder would have been entitled consummation. (c) Whenever a reference is made in this Section 5 to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger the issue or sale, as the case may be, such Registered Holder had held the number sale of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by term “Common Stock” shall mean the Board of Directors Common Stock of the Company) shall be made in the application Company of the provisions set forth herein with respect to the rights and interests thereafter class authorized as of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantdate hereof. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below. (a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued. (c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the NASDAQ Capital Market, the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year. (d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share. (e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases: (i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise; (ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. The purchase rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows: (a) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall: (i) subdivide the outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares Common Shares; (ii) consolidate the outstanding Common Shares into a lesser number of Common Shares: (iii) issue Common Shares (or securities convertible into Common Shares) to all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares; the Exercise Price in Common Stock effect on the effective date of such subdivision or consolidation, or on the record date of such stock dividend or other distribution, as the case may be, shall be paid in respect of Common Stock, adjusted to equal the Purchase price determined by multiplying the Exercise Price in effect immediately prior to such subdivision effective date or at record date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares immediately after such date. Such adjustment shall be made successively whenever any event referred to in this subsection (a) shall occur, and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of such dividend shall simultaneously with calculating the effectiveness number of such subdivision or immediately after outstanding Common Shares under subsections (b) and (c) of this Section. Upon any adjustment of the record date of such dividend be proportionately reduced. If outstanding shares Exercise Price pursuant to this subsection (a), the number of Common Stock Shares subject to the right of purchase under each Warrant not previously exercised shall be combined into a smaller contemporaneously adjusted by multiplying the number of shares, Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the Purchase numerator shall be the respective Exercise Price in effect immediately prior to such combination shalladjustment and the denominator shall be the respective Exercise Price resulting from such adjustments. Notwithstanding the foregoing, simultaneously with to the effectiveness of extent that such combinationstock dividend or other distribution contemplated by paragraph 4.1(a)(iii) is not so made, the Exercise Price shall then be proportionately increased. When any adjustment is required readjusted to the Exercise Price which would then be made in the Purchase Priceeffect if such record date had not been fixed, and the number of Common Shares subject to the right of purchase under each Warrant Shares purchasable upon the exercise of this Warrant not previously exercised shall be changed to the number determined by dividing (i) an amount equal contemporaneously readjusted to the number of shares issuable upon Common Shares subject to the exercise right of this purchase under each Warrant immediately prior to such adjustment, multiplied by the Purchase Price which would then be in effect immediately prior to if such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentrecord date had not been fixed. (b) If there and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall occur any capital reorganization or reclassification of fix a record date for the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of distribution to all or substantially all of the assets holders of Common Shares of rights, options or warrants entitling them for a period expiring not more than forty- five (45) days after such record date to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion price or exchange price per share) less than 95% of the CompanyCurrent Market Price on such record date, thenthe Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation or any subsidiary (as part defined in the Business Corporations Act (British Columbia)) of the Corporation shall be deemed not to be outstanding for the purpose of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision computation; such adjustment shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which successively whenever such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect a record date is fixed; to the rights and interests thereafter of extent that such distribution is not so made, the Registered Holder of this Warrant, Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantrecord date had not been fixed. (c) When If and whenever at any adjustment is required time after the date hereof and prior to be made in the Purchase PriceExpiry Time, the Company Corporation shall promptly mail fix a record date for the making of a distribution to all or substantially all the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement holders of its outstanding Common Shares of: (i) shares of any class other than Common Shares, whether of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock Corporation or any other corporation; (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities or property convertible into which this Warrant shall be exercisable following the occurrence of any of the events specified Common Shares) (excluding: (A) rights, warrants and options referred to in subsection 2(a) or (b); and (B) above.rights, warrants and options described in subsection

Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below. (a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued. (c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the NASDAQ SmallCap Market, the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year. (d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share. (e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases: (i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise; (ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. (a) If In the event that the Company shall at any time after the Initial Exercise Date: (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the Company's outstanding Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, (iii) combine the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness or (iv) issue any shares of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined its capital stock by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than including any such reclassification in connection with a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of in which the Company with or into another is the continuing corporation, or a transfer of all or substantially all of the assets of the Company), then, as part in each case, the Exercise Price per Warrant Share in effect at the time of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that record date for the Registered Holder determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been Stockholders entitled to receive ifsuch dividend or distribution or of the effective date of such subdivision, immediately prior to any combination, or reclassification shall be adjusted so that it shall equal the price determined by multiplying such reorganizationExercise Price by a fraction, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which were then purchasable upon shall be the exercise number of this Warrantshares of Common Stock outstanding after giving effect to such action. In any such case, appropriate Such adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in successively whenever any event listed above shall occur and shall become effective at the application close of business on such record date or at the provisions set forth herein with respect close of business on the date immediately preceding such effective date, as applicable. (b) All calculations under this Section 5 shall be made to the rights and interests thereafter nearest cent or to the nearest one-hundredth of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicablea share, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantcase may be. (c) When In any case in which this Section 5 shall require that an adjustment is required to in the number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Purchase PriceCompany shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. (d) Whenever there shall be an adjustment as provided in this Section 5, the Company shall promptly mail within fifteen (15) days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Registered Holder a Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer’s certificate setting forth the Purchase number of Warrant Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such adjustment and the computation thereof, which officer’s certificate shall also set forth be conclusive evidence of the kind and amount correctness of stock any such adjustment absent manifest error. (e) The Company shall not be required to issue fractions of shares of Common Stock or other securities capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or property specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the average closing sale price (or average of the closing bid and asked prices, if closing sale price is not available) of Common Stock for the ten (10) trading days ending on and including the date of exercise of this Warrant. (f) No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment is less than Five Cents ($0.05); provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into which account in any subsequent adjustment. (g) Upon each adjustment of the Exercise Price pursuant to Section 5 (a), the number of shares of Common Stock purchasable upon exercise of this Warrant shall be exercisable following adjusted to the occurrence number of any shares of Common Stock, calculated to the events specified nearest one hundredth of a share, obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant Certificate by the Exercise Price in subsection 2(a) or (b) aboveeffect prior to such adjustment and dividing the product so obtained by the new Exercise Price.

Adjustments. (a) If the Company shall subdivide the number of outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend shares, then the Conversion Price provided for herein and in Common Stock effect at the time of such action shall be paid in respect proportionately decreased, and the number of Common Stock, the Purchase Price in effect immediately prior to such subdivision or shares at the record date of such dividend time purchasable pursuant to this conversion right shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reducedincreased. If the Company shall reduce the number of outstanding Common Shares by combining such shares of Common Stock shall be combined into a smaller number of shares, then in such case, the Purchase Conversion Price in effect immediately prior to such combination shall, simultaneously with at the effectiveness time of such combination, action shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, and the number of Warrant shares at the time purchasable pursuant to this conversion right shall be proportionately decreased. If the Company shall consolidate or merge with or convey all or substantially all of its property and assets to any other person or entity (any such person or entity being included within the meaning of the term "successor") or the Company shall distribute to the holders of Common Shares any non-cash dividend, the Holder thereafter shall have the right to receive, upon the conversion hereof, upon the basis and on the terms and conditions and during the time specified in this Note in lieu of the Common Shares theretofore purchasable upon the exercise of this Warrant shall be changed the conversion privilege, the stock, securities or assets to the number determined by dividing (i) an amount equal to which a holder of the number of shares issuable Common Shares then deliverable upon the exercise of this Warrant immediately prior to conversion hereof would have been entitled upon such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as and the case may be, lawful provision Company shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which take such Registered Holder would have been entitled to receive if, immediately prior to any steps in connection with such reorganization, reclassification, consolidation, merger or sale, sale as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect necessary to the rights and interests thereafter of the Registered Holder of this Warrant, such assure that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) hereof shall thereafter be applicable, as nearly as is reasonably practicablepossible, in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise conversion of this Warrant. (c) When Note; and in any such event, the rights of the Holder to an adjustment is required to be made in the Purchase number of Common Shares into which this Note is convertible and in the Conversion Price, as herein provided, shall continue and be preserved in respect of any stock, securities or assets into which the Holder becomes entitled to convert. If the Company shall promptly mail issue or sell any Common Shares, or any securities convertible into, exercisable for or exchangeable for Common Shares, for a consideration per share less than the lesser of the Conversion Price in effect immediately prior to the Registered Holder time of such issue or sale or the Market Value of a certificate setting forth Common Share (as hereinafter defined) on the Purchase date of such issue or sale, then the Conversion Price after shall be decreased as if the issuance of such adjustment and setting forth Common Shares were in fact a brief statement stock dividend resulting in a subdivision of the facts requiring such adjustmentnumber of outstanding Common Shares into a greater number of shares, as provided in Section 2.4. Such certificate shall also set forth Common Shares issued pursuant to a stock option plan for officers or employees of the kind and amount of stock or other securities or property into which this Warrant Company, not exceeding two million (2,000,000) Common Shares as presently constituted, shall be exercisable following deemed issued for Market Value, regardless of the occurrence actual consideration. The issuance of any rights, options, warrants or securities convertible into or exchangeable for Common Shares shall be deemed to be the issuance of Common Shares for the exercise, conversion or exchange price, regardless of the events specified in subsection 2(aultimate exercise, conversion or exchange, but the actual exercise, conversion or exchange shall not be deemed the issuance of Common Shares. For purposes hereof, "Market Value" shall be the fair market value of the Common Shares as determined by the average of the last trading price of the Class A Common Stock of the Company for the fifteen (15) or (b) abovetrading days preceding such issuance.

Adjustments. (a) If outstanding shares any adjustment (other than any adjustment to which Section 5(b) applies) is made to any income, deduction, gain, loss, credit, or other item, as the result of any amended return, audit, or otherwise, and the Company's Common Stock shall be subdivided into a greater number amount of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to any payment required under this Agreement would have been different if such subdivision or adjustment had been made at the record date time the amount of such dividend shall simultaneously with the effectiveness of such subdivision payment was determined, then GE or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into GEFAHI will make a smaller number of shares, the Purchase Price in effect immediately prior payment to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount Genworth equal to the number amount of shares issuable upon any such difference that was detrimental to Genworth or its Affiliates (or Genworth will pay GE or GEFAHI the exercise amount of this Warrant immediately prior any such difference that was detrimental to GE or GEFAHI or its Affiliates). Any such adjustment, multiplied by payment (an “Adjustment Payment”) will be made within 30 days after such adjustment becomes final together with interest at the Purchase Price in effect immediately prior to such adjustment, by Section 12 Rate from (iibut not including) the Purchase Price date of the original payment to (and including) the date such payment is actually made; provided, however, that in effect immediately after the case of any such adjustmentadjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such Adjustment Payment will be made together with interest at the Section 12 Rate from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made. Any Adjustment Payment (exclusive of interest) which represents an adjustment to a prior Tax Benefit Payment or negative Tax Benefit Payment will be treated as a Tax Benefit Payment or negative Tax Benefit Payment, as the case may be. (b) If there shall occur GE makes a Life/Non-Life Election for any capital reorganization Taxable Year beginning on or reclassification prior to January 1, 2004, then GEFAHI will pay to Genworth an amount equal to (1) the excess (if any) of the Company's Common Stock actual net aggregate Tax liability incurred by the Genworth Companies for such Taxable Year and each subsequent Taxable Year ending on or before the Final Date, over (other than a change in par value or a subdivision or combination 2) the amount of such aggregate net Tax liability incurred by the Genworth Companies determined as provided for in subsection 2(aif such Life/Non-Life Election had not been made; provided, however, that if the amount determined under subparagraph (2) aboveexceeds the amount determined under subparagraph (1), or any consolidation or merger then Genworth will make a payment equal to the amount of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part such excess to GEFAHI. Any amount payable under this Section 13(b) in respect of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall Taxable Year will be made in immediately available funds within 30 days after the application of date on which the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, Genworth federal income tax return is filed for such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantTaxable Year. (c) When If (1) the amount determined with respect to any adjustment is required Genworth Company under Section 3(a)(2)(i)(B) exceeds (2) the amount determined with respect to such Genworth Company under Section 3(a)(2)(i)(A), then Genworth will pay an amount equal to such excess to GE. Any amount payable under this Section 13(c) will be made in immediately available funds within 30 days after the Purchase Pricedate on which the Genworth federal income tax is filed for the Taxable Year in which the Closing occurs. (d) If (1) the amount determined under Section 1(j)(2), exceeds (2) the amount determined under Section 1(j)(1), then Genworth will pay an amount equal to such excess to GE. Any amount payable under this Section 13(d) will be made in immediately available funds within 30 days after the date on which the Brookfield federal income Tax return is filed for the Taxable Year ending December 31, 2003. (e) If (1) any Genworth Company shall promptly mail recognizes any loss on a Transaction, and (2) the loss is deferred under Section 267(f) of the Code (other than any such loss to which GE or any Affiliate of GE (other than any Genworth Company) succeeds under Section 381 of the Code), then Genworth will pay an amount equal to 35% of such loss to GE. Any amount payable under this Section 13(e) will be made in immediately available funds within 30 days after the date on which the Genworth federal income Tax return is filed for the Taxable Year in which such Transaction occurs. For the avoidance of doubt, this Section 13(e) will not apply to any loss recognized pursuant to a Reinsurance Transaction. (f) Any amount paid pursuant to Section 13(b), (c), (d), or (e) will be treated as an adjustment to the Registered Holder a certificate setting forth consideration paid for the Purchase Price after such adjustment and setting forth a brief statement Genworth Assets pursuant to Section 2 of the facts requiring Master Agreement; provided, however, that a portion of any such adjustment. Such certificate shall also set forth payment equal to the kind and excess of (1) the amount of stock or other securities or property into which this Warrant shall be exercisable following such payment, over (2) the occurrence present value of any such payment (determined as of the events specified in subsection 2(a) Closing Date by using the Section 12 Rate as the discount rate), or (b) abovesuch larger portion as may be required by Section 483, Section 1274, or any other provision of the Code, will be treated as interest.

Adjustments. (a) Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. If the Corporation shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Corporation so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustment. (b) event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. If there shall occur any capital reorganization or reorganization, reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)capital stock of the Corporation, or any consolidation or merger of the Company Corporation with or into another corporationcorporation in which the Corporation is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Corporation's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitation, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Corporation shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or paragraph (b) aboveshall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

Adjustments. (a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock shall be paid or make a distribution in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock shall be combined into a smaller number of sharesshares of Common Stock, or (iv) issue, by reclassification of its Common Stock, other securities of the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase PriceCompany, the number of Shares or other securities purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that each Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 8.1(a) shall become effective immediately on the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, warrants or convertible securities to all or substantially all holders of its Common Stock without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which, at the record date mentioned below, is lower than the then effective Warrant Price (calculated pursuant to this Section 8), the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such then effective Warrant Price. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately and retroactive to the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible securities, provided no such adjustment shall be made for rights issued in connection with what is customarily referred to as a "poison pill" or "shareholder rights plan." (c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants or convertible securities containing the right to subscribe for or purchase Shares (excluding those referred to in subsection 8.1(b) above and rights in connection with a shareholder rights plan), then in each case the number of Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then effective Warrant Price as of the date of such distribution calculated pursuant to this Section 8, and of which the denominator shall be such then effective Warrant Price on such date minus the then fair value (determined as provided in subparagraph (f) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants or convertible securities applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (d) No adjustment in the number of Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided that any adjustments which by reason of this Warrant subsection 8.1(d) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment. (ie) an amount equal to Whenever the number of shares issuable Shares purchasable upon the exercise of this a Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of such Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision denominator shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then Shares so purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment the Warrant immediately thereafter. (as reasonably determined in good faith by f) Whenever the Board number of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable Shares purchasable upon the exercise of this Warrant. (c) When any adjustment Warrants is required to be made in the Purchase Priceadjusted as herein provided, the Company shall cause to be promptly mail mailed to the Registered Holder Warrantholders by first class mail, postage prepaid, notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the Purchase Price number of Shares purchasable upon the exercise of the Warrants after such adjustment and setting forth adjustment, a brief statement of the facts requiring such adjustmentadjustment and the computation by which such adjustment was made. (g) For the purpose of this subsection 8.1, the term Common Stock shall mean (i) the class of Common Stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of shares resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. Such certificate In the event that at any time, as a result of an adjustment made pursuant to this Section 8, a Warrantholder shall also set forth become entitled to purchase any securities of the kind Company other than Common Stock, (i) if the Warrantholders' right to purchase is on any other basis than that available to all holders of the Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon exercise of the Warrants shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 8. (h) Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Shares purchasable upon exercise of the Warrants, to the extent the Warrants have not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Shares purchasable upon exercise of the Warrants by an amount in excess of the amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any adjustment initially made in respect of the events specified in subsection 2(a) issuance, sale or (b) abovegrant of such rights, options, warrants or conversion privileges.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (ai) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event with an inversely proportional adjustment in the Warrant Price. Such adjustments shall be made successively whenever any event listed above shall occur. (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, as a condition of such reclassification, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The provisions of this sub-paragraph (ii) shall similarly apply to successive reclassifications. (b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise Market Price per share of this Warrant. In any Common Stock immediately prior to such casepayment date, appropriate adjustment less the fair market value (as reasonably determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the NASDAQ Stock Market, Inc. National Market System (“Nasdaq”), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Fair Market Price of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Market Price of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Market Price in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by the Company. Such adjustment shall be made successively whenever such a payment date is fixed. (d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the application case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (e) In the event that, as a result of an adjustment made pursuant to this Section 8, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows: (a) If In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (C) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shallor (D) issue by reclassification, simultaneously with the effectiveness recapitalization or reorganization of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets capital stock of the Company, then, as part of any then in each such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which were such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any Equity Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent) shall determine the allocation of the Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of the adjustments set forth in this Section 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then purchasable the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of additional shares of Common Stock offered for subscription or purchase and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; PROVIDED, HOWEVER, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of this Warrantsuch rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this Section 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such caseCurrent Market Price, appropriate adjustment and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as reasonably set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company) in its good faith judgment (whose determination shall be made described in a statement filed by the application of Company with the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantEquity Warrant Agent). (c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this Common Stock issuable upon exercise of an Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Board of Directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent, as appropriate) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distributions referred to in the first sentence of this Section 4.01(c) are made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand (c) of this Section 4.1, the "CURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "TIME OF DETERMINATION" shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c).

Adjustments. (a) If If, prior to the termination of the Option as provided in Section 4(a) hereof, the number of outstanding shares of the Company's Common Stock shall be subdivided into is increased by a greater number of shares stock split, stock dividend, or a dividend in Common Stock shall be paid in respect of Common Stockother similar event, the Purchase Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend event shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If , and conversely, if the number of outstanding shares of Common Stock shall be combined into is decreased by a smaller number combination or reclassification of shares, or other similar event, the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, event shall be proportionately increased. When any Upon each adjustment is required of the Exercise Price, the Optionee shall thereafter be entitled to be made in purchase, at the Purchase PriceExercise Price resulting from such adjustment, the number of Warrant Shares purchasable upon shares obtained by multiplying the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment, by (ii) and rounding down to the Purchase Price in effect immediately after such adjustmentnearest whole share. (b) If there If, prior to the termination of the Option as provided in Section 4(a) hereof, the Corporation shall occur any capital effect a merger, consolidation, exchange of shares, recapitalization, reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)similar event, or any consolidation shall sell, transfer or merger of the Company with or into another corporation, or a transfer otherwise dispose of all or substantially all of its property, assets or business, and, pursuant to the assets terms of the Company, then, as part of any such reorganization, reclassificationmerger, consolidation, merger exchange of shares, recapitalization, reorganization, or saledisposition of assets, as the case may beproperty or business, lawful provision shares of Common Stock shall be made so that changed into the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock same or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the a different number of shares of Common Stock which were the same or another class or classes of stock or securities of the Corporation, successor or transferee or an affiliate thereof or cash or other property or assets, then the Optionee shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Option Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant. In the Option, such shares of stock and/or securities, property or cash as may be issued or payable with respect to or in exchange for the number of Option Shares immediately theretofore purchasable and receivable upon the exercise of the Option had such merger, consolidation, exchange of shares, recapitalization or reorganization not taken place, and, in any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provisions shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such Optionee to the end that the provisions set forth in this Section 2 hereof (including including, without limitation, provisions with respect to for adjustment of the Purchase PriceExercise Price and of the number of shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as is reasonably practicable, may be practicable in relation to any shares of stock or other securities securities, property or property cash thereafter deliverable upon the exercise hereof. The provisions of this Warrant. paragraph shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation. merger or transfer hereinabove referred to, this Agreement and the Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of the Option after the consummation of such merger, consolidation, exchange of shares, recapitalization, reorganization or transfer, as the case may be. The Corporation shall not effect any such merger, consolidation, exchange of shares, recapitalization, reorganization or transfer unless, prior to the consummation thereof, the successor corporation (cif other than the Corporation) When any adjustment is required resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the registered holder hereof at the last address of such holder appearing on the books of the Company, (i) assume the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) agree to be made in bound by all the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement terms of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveAgreement.

Adjustments. (a1) If outstanding at any time prior to the exercise of this Warrant in full, the Company shall (A) declare a dividend or make a distribution on the Common Stock payable in shares of the Company's its capital stock (whether shares of Common Stock shall be subdivided or of capital stock of any other class); (B) subdivide, reclassify or recapitalize its outstanding Common Stock into a greater number of shares shares; (C) combine, reclassify or a dividend in recapitalize its outstanding Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares; or (D) issue any shares of its capital stock by reclassification of its Common Stock (excluding any such reclassification in connection with a consolidation or a merger that is subject to Section 3(c)), the Purchase Warrant Price in effect at the time of the record date of such dividend, distribution, subdivision, combination, reclassification or recapitalization shall be adjusted so that the Warrantholder shall be entitled to receive the aggregate number and kind of shares which, if this Warrant had been exercised in full immediately prior to such combination shallevent, simultaneously with the effectiveness it would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination, be proportionately increasedreclassification or recapitalization. When any Any adjustment is required to by this Section 3(a) shall be made successively immediately after the record date, in the Purchase Pricecase of a dividend or distribution, or the effective date, in the case of a subdivision, combination, reclassification or recapitalization, to allow the purchase of such aggregate number and kind of shares. (2) If at any time prior to the exercise of this Warrant in full, the Company shall make a distribution to all holders of the Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the Warrant Price or the number of shares of Common Stock purchasable upon the exercise of this Warrant, each Warrantholder, upon the exercise hereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or (3) If at any time prior to the expiration of this Warrant Shares in full, the Company shall issue rights or warrants to all holders of Common Stock as such entitling them to subscribe for or purchase Common Stock at a price per share less than the current Market Price per share (calculated pursuant to Section 1(d) above) on such record date, then, in each such case the number of shares subject to this Warrant thereafter purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to multiplying the number of shares issuable of Common Stock theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current Market Price. For purposes of this Section 3(a)(3), the issuance of rights or Warrants to subscribe for or purchase securities convertible into Common Stock shall be deemed to be the issuance of rights or Warrants to purchase the Common Stock into which such securities are convertible at an aggregate offering price equal to the aggregate offering price of such securities plus the minimum aggregate amount (if any) payable upon conversion of such securities into Common Stock. (4) If at any time prior to the exercise of this Warrant immediately prior in full, the Company shall distribute to such adjustmentall holders of its Common Stock evidence of indebtedness of the Company or assets of the Company (excluding cash dividends or distributions out of earned surplus) or rights or Warrants to subscribe for securities of the Company (excluding those referred to in Sections 3(a)(2) or (3) above), multiplied then in each case the Warrant Price shall be adjusted to a price determined by multiplying the Purchase Warrant Price in effect immediately prior to such adjustmentdistribution by a fraction, of which the numerator shall be the then current Market Price per share of Common Stock (calculated pursuant to Section 1(d) above) on the record date for determination of stockholders entitled to receive such distribution, less the then fair value (as determined by (iithe Board of Directors of the Company, whose determination shall be conclusive) of the Purchase portion of the assets or evidences of indebtedness so distributed or of such subscription rights or Warrants which are applicable to one share of Common stock, and of which the denominator shall be the Market Price per share of Common Stock; provided, however, that if the then current Market Price per share of Common Stock on the record date for determination, of stockholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidence of indebtedness so distributed or of such subscription rights or Warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Warrant Price shall not be made and in effect lieu thereof the number of shares purchasable upon exercise of each Warrant immediately after prior to such adjustment.distribution shall be adjusted so that the holder (b5) If there shall occur In the event of any capital reorganization or reclassification of the Company's Common Stock Company (other than a change an event referred to in par value or a subdivision or combination as provided for in subsection 2(a) aboveSection 3(a)(1)), or any in case of the consolidation or of the Company with, the merger of the Company with or into another corporation, or a transfer the sale of all or substantially all of the properties and assets of the CompanyCompany to any other person, thenand in connection therewith consideration is payable to holders of Common Stock (or other securities or property purchasable upon exercise of this Warrant) in exchange therefor, as part of any this Warrant shall remain subject to the terms and conditions set forth in this Warrant and this Warrant shall, after such capital reorganization, reclassification, consolidation, merger or sale, as sale be exercisable for the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount number of shares of stock or other securities or property assets to which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held a holder of the number of shares of Common Stock which were then purchasable (at the time of such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale) upon the exercise of this Warrant. In Warrant would have been entitled if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale; and in any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of if necessary, the provisions set forth herein in this Warrant with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect Warrantholder shall be appropriately adjusted so as to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is may reasonably practicablebe, in relation to any shares of stock or other securities or property assets thereafter deliverable upon on the exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to the Warrantholder the shares of stock, securities or assets to which the Warrantholder may be entitled pursuant to this Section 3(a)(5). (c6) When Notwithstanding Section 3(a)(5), (i) if the Company merges or consolidates with, or sells all or substantially all of its property and assets to, any other person and consideration is payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale which consists solely of cash, or (ii) in the event of the dissolution, liquidation or winding up of the Company, then the Warrantholder shall be entitled to receive distributions on the date of such event on an equal basis with holders of Common Stock (or other securities issuable upon exercise of this Warrant) as if this Warrant had been exercised immediately prior to such event, less the Warrant Price. Upon receipt of such payment, if any, the rights of the Warrantholder shall terminate and cease and this Warrant shall expire. In case of any such merger, consolidation or sale of assets, the surviving or acquiring person and, in the event of any dissolution, liquidation or winding up of the Company, the Company shall promptly, after receipt of this surrendered Warrant, make payment by delivering a check in such amount as is appropriate (or, in the case of consideration other than cash, such other consideration as is (7) If any question shall at any time arise with respect to the adjusted number of shares of Common Stock or other securities issuable upon exercise of this Warrant, such question shall be determined by the independent firm of certified public accountants of recognized national standing selected by the Company and reasonably acceptable to the Warrantholder. (8) No adjustment is in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least one cent ($.01) in such price; provided, however, that any adjustments which by reason of this Section 3(a)(8) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3(a) shall be made to the Purchase Pricenearest cent or to the nearest tenth of a share, as the case may be. Notwithstanding anything in this Section 3(a) to the contrary, the Company Warrant Price shall promptly mail not be reduced to less than the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement then existing par value of the facts requiring Common Stock as a result of any adjustment made hereunder. (9) In the event that at any time, as the result of any adjustment made pursuant to this Section 3(a), the Warrantholder thereafter shall become entitled to receive any securities other than Common Stock, thereafter the number of such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this so receivable upon exercise of any Warrant shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Common Stock contained in subsection 2(a) or (b) aboveSection 3(a).

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this each Warrant shall be changed is subject to adjustment from time to time upon the number determined by dividing occurrence of any of the events enumerated below. (a) In case the Company shall: (i) an amount equal to the pay a dividend in Shares, (ii) subdivide its outstanding Shares into a greater number of Shares, (iii) combine its outstanding Shares into a smaller number of Shares, or (iv) issue, by reclassification of its Shares, any shares issuable of its capital stock, the amount of Shares purchasable upon the exercise of this each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to the record date, in the case of such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)dividend, or any consolidation or merger of the Company with or into another corporationeffective date, or a transfer of all or substantially all of in the assets of the Company, then, as part case of any such reorganizationsubdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, consolidation, merger but shall become effective retroactively after such record date or salesuch effective date, as the case may be, lawful provision as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) No adjustment shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter nearest one-hundredth of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warranta Share. (c) When any No adjustment is required to shall be made in any of the Purchase Pricefollowing cases: (i) Upon the grant or exercise of stock options now or hereafter granted, the Company shall promptly mail or under any employee stock option or stock purchase plan now or hereafter authorized, to the Registered Holder a certificate setting forth extent that the Purchase Price after such adjustment and setting forth a brief statement aggregate of the facts requiring number of Shares which may be purchased under such adjustment. Such certificate shall also set forth options and the kind and amount number of Shares issued under such employee stock purchase plan is less than or other securities equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or property into which this Warrant shall be exercisable following exercise; (ii) Shares issued upon the occurrence conversion of any of the events specified Company’s convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company’s subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition without the consent of the Warrantholder unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise Market Price per share of this Warrant. In any such case, appropriate adjustment Common Stock (as reasonably defined below), less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on Nasdaq, the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low sales price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Fair Market Value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Market Value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Market Value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder. Such adjustment shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, successively whenever such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as a payment date is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantfixed. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. (a) If outstanding shares In the event of any Extraordinary Distribution occurring on or after January 1, 1998, for purposes of determining the Company's Common Stock Value of a REIT Share or the AIMCO Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such Extraordinary Distribution shall be subdivided into adjusted by multiplying such price by a greater number fraction (i) the numerator of shares or a dividend in Common Stock which shall be paid in respect the price of Common Stock, a REIT Share on the Purchase Price in effect date immediately prior to such subdivision or at Ex-Date, and (ii) the record date denominator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined (A) the price of a REIT Share on the date immediately prior to such Ex-Date, minus (B) the fair market value on the date fixed for such determination of the portion of the evidences of indebtedness or assets so distributed applicable to one REIT Share (as determined by the General Partner, whose determination shall be conclusive); provided further, that such amount shall be so adjusted for each such Extraordinary Distribution occurring on or after January 1, 1998. (b) In the event that, on or after January 1, 1998, the Previous General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) splits or subdivides its outstanding REIT Shares, (iii) effects a reverse stock split or otherwise combines its outstanding REIT Shares into a smaller number of sharesREIT Shares, or (iv) otherwise reclassifies its outstanding REIT Shares, then, for purposes of determining the Purchase Price in effect immediately prior to Value of a REIT Share or the AIMCO Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such combination shall, simultaneously with transaction shall be adjusted by multiplying such price by a fraction (x) the effectiveness numerator of such combination, which shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant REIT Shares purchasable upon issued and outstanding on the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to Determination Date for such adjustmentdividend, multiplied by the Purchase Price in effect immediately prior to such adjustmentdistribution, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization split, subdivision, reverse stock split, combination or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided assuming for in subsection 2(a) above)such purposes that such dividend, or any consolidation or merger of the Company with or into another corporationdistribution, or a transfer of all or substantially all of the assets of the Companysplit, thensubdivision, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.reverse

Adjustments. (a) If the outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Shares Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise exercisable of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger merger, sale or sale, as the case may beliquidating distribution, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof (to the extent, if any, still exercisable) the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger merger, sale or saleliquidating distribution, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, Warrant such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) In any case in which this Section 2 shall require that any adjustment in the number of shares of Warrant Stock or other property for which this Warrant may be exercised be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Registered Holder the amount of Warrant Stock and other property, if any, issuable upon exercise of this Warrant after such record date that is over and above the Warrant Stock and other property, if any, issuable upon exercise of this Warrant as in effect prior to such adjustment; provided that upon request the Company shall deliver to the Registered Holder a due ▇▇▇▇ or other appropriate instrument evidencing the Registered Holder's right to receive such additional shares or property upon the occurrence of the event requiring such adjustment. (d) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into for which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b2(b) above.

Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below. (a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event. (b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued. (c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the “Trading Period”); (ii) if the Shares are not listed on any national securities exchange but are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company’s immediately preceding fiscal year. (d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share. (e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases: (i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise; (ii) Shares issued upon the conversion of any of the events specified Company’s convertible or exchangeable securities; (iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company’s subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and (iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.

Adjustments. The number of Warrant Shares purchasable upon the exercise of the Warrants shall be subject to adjustments as follows: (a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock or securities convertible into Common Stock or make a distribution to its stockholders in Common Stock or securities convertible into Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of its Common Stock other securities of the Company; then the number of Warrant Shares purchasable upon exercise of the Warrants immediately prior thereto shall be paid adjusted so that the Warrant Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 10.1(a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Notwithstanding the foregoing, in respect the event the Company effects a split of 3 for 2 or greater of its outstanding Common Stock, the Purchase Price in Company will effect immediately a corresponding split of the Warrants. (b) If, prior to such subdivision the expiration of the Warrants by exercise, by their terms, or at by redemption, the record date of such dividend Company shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If recapitalized by reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding shares of Common Stock into shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be combined into a smaller made whereby any Warrant Holder shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the Warrant Shares theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of sharesWarrant Shares theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and in any such event, the Purchase Price rights of any Warrant Holder to any adjustment in effect the number of Warrant Shares purchasable on exercise of such Warrant, as set forth above, shall continue to be preserved in respect of any stock, securities or assets which the Warrant Holder becomes entitled to purchase. (c) In case the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or purchase Common Stock at a price per share which is lower at the record date mentioned below than the then Current Market Price, the number of Shares thereafter purchasable upon the exercise of each Option shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Options by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such combination shall, simultaneously with the effectiveness issuance of such combinationrights, options, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be proportionately increasedthe number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants, or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such Current Market Price. When any Such adjustment is required to shall be made whenever such rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of shareholders entitled to receive such rights, options, warrants, or convertible securities. (d) In case the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in subsection 10.1(b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Warrant Shares theretofor purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then Current Market Price on the date of such distribution, and of which the denominator shall be such Current Market Price on such date minus the then fair value (determined as provided in subsection 10.1(g)(y) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants, or convertible securities applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. (e) No adjustment in the Purchase Pricenumber of Warrant Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Warrant Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Warrant Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided, however, that any adjustments which by reason of this Warrant subsection 10.1(e) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment. (if) an amount equal to Whenever the number of shares issuable Warrant Shares purchasable upon the exercise of this the Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect denominator shall be the number of Warrant Shares so purchasable immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentthereafter. (bg) If there shall occur any capital reorganization or reclassification of For the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder purpose of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Pricesubsection 10.1, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.term "

Adjustments. If the Company at any time after the date hereof, subdivides (aby any share split, share dividend, recapitalization or otherwise) If the outstanding shares of the Company's Common Stock shall be subdivided Subordinate Voting Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased so that the number of Subordinate Voting Shares issuable on conversion of this Note shall be increased in proportion to such increase in the aggregate number of Subordinate Voting Shares outstanding. If the Company at any time on or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If hereof combines (by combination, reverse share split, share consolidation or otherwise) the outstanding shares of Common Stock shall be combined Subordinate Voting Shares into a smaller number of shares, the Purchase Conversion Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, increased so that the number of Warrant Subordinate Voting Shares purchasable upon the exercise issuable on conversion of this Warrant Note shall be changed decreased in proportion to such decrease in the aggregate number determined by dividing (i) an amount equal of Subordinate Voting Shares outstanding. In the case of any reclassification of, or other change in, the outstanding Subordinate Voting Shares other than a subdivision, redivision, reduction, combination or consolidation, subject to regulatory approval, the Investor shall be entitled to receive upon conversion pursuant to this Section 5, and shall accept in lieu of the number of shares issuable Subordinate Voting Shares to which it was theretofore entitled upon the exercise of this Warrant immediately prior to such adjustmentconversion, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or and other securities or property which such Registered Holder the Investor would have been entitled to receive as a result of such reclassification if, immediately prior to any such reorganizationon the effective date thereof, reclassification, consolidation, merger or sale, as it had been the case may be, such Registered Holder had held registered holder of the number of shares of Common Stock Subordinate Voting Shares to which were then purchasable it was theretofore entitled upon the exercise of this Warrantconversion. In any such caseIf necessary, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) adjustments shall be made in the application of the provisions set forth herein in this Section 5 with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such Investor to the end that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) 5 shall thereafter correspondingly be applicable, made applicable as nearly as is reasonably practicable, may be possible in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence conversion of any of the events specified in subsection 2(a) or (b) aboveNote.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockCompany shall, the Purchase Price in effect immediately prior to such subdivision or at the record date exercise of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If any Options, divide its outstanding shares of Common Stock by split-up, or if the Company shall be combined into declare a smaller number stock dividend or distribute shares of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)to its shareholders, or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were purchasable upon exercise of these Options immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination, the number of shares of Common Stock purchasable upon exercise of these Options immediately prior to such combination shall be proportionately decreased. Any resulting adjustment to the Exercise Price (see Paragraph 2(b)) shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (these Options is required to be adjusted as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth provided in this Section 2 2, the Exercise Price shall be adjusted (including provisions with respect to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any number of shares of stock or other securities or property thereafter deliverable Common Stock purchasable upon the exercise of this Warrantthese Options immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) In the case of an Acquisition (as defined in Section 9 below), the Company shall give the Optionholder at least two days' advance notice of such transaction. If the acquiror does not assume the Options in connection with the Acquisition, then subject to the closing of such transaction, (i) all of the Options shall be deemed to be immediately and fully vested, (ii) the Optionholder may exercise, as provided herein, such Options as of immediately before (but in fact subject to the condition subsequent of) such closing, and (iii) to the extent unexercised, all Options will terminate at such closing. If the Options are assumed in connection with an Acquisition, they shall thereafter be exercisable only for the applicable securities of the acquiror and not for securities of the Company; and all of the assumed Options shall be deemed to be immediately and fully vested. (d) When any adjustment is required to be made in the Purchase Pricepursuant to this Section 2, the Company Company, upon the subsequent written request of any holder of the Options, shall promptly mail to the Registered Holder said holder a certificate setting forth the Purchase Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth forth, if applicable, the kind and amount of stock or other securities or property into for which this Warrant the Options shall be exercisable following the occurrence of any of the events specified specified. (e) The Company shall not be required upon the exercise of any of the Options to issue any fraction of shares, but shall make any adjustment therefor in subsection 2(acash on the basis of the fair market value of any such fractional interest as it shall appear on the public market for such shares, or, if there is no public market for such shares, then as shall be reasonably determined by the Company. (f) The Company may at any time in its sole discretion which shall be conclusive make any change in the form of Option Certificate that the Company may deem appropriate and that does not affect the substance thereof; and any Option Certificate thereafter issued or (b) abovesigned, whether in exchange or substitution for an outstanding Option Certificate or otherwise, may be in the form as changed.

Adjustments. (a) If outstanding shares The number of the Company's Common Stock Option Shares subject to this Option shall be subdivided into a greater number of shares proportionately adjusted for any increase or a dividend decrease in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant issued Shares purchasable upon resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to Shares, or any other increase or decrease in the number of shares issuable upon the exercise issued Shares effected without receipt of this Warrant immediately prior to such adjustment, multiplied consideration by the Purchase Price Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustments shall be made by the Board, whose determination in effect immediately prior to such adjustmentthat respect shall be final, by (ii) the Purchase Price in effect immediately after such adjustmentbinding and conclusive. (b) If there shall occur any capital reorganization In the event of the proposed dissolution or reclassification liquidation of the Company's Common Stock , the Committee shall notify Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for Participant to have the right to exercise the vested portion of this Option until ten (other than 10) days prior to such transaction. To the extent it has not been previously exercised, this Option will terminate immediately prior to the consummation of such proposed action. (c) In the event of Change in Control that is a change in par value or a subdivision or combination as provided for in subsection 2(a) above)merger, consolidation, or any consolidation or merger similar reorganization of the Company with any other entity pursuant to which the holders of Shares surrender Shares (or into another corporation, the Shares are deemed converted) in exchange for other shares of capital stock or a transfer of all or substantially all securities of the assets of the CompanyCompany or another entity, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision then an equitable adjustment shall be made so in this Option and Participant’s Shares subject to the Plan. Such equitable adjustment may be (i) the substitution of the number and kind of shares of capital stock or other securities that the Registered Holder holders of Shares are entitled to receive for each Share surrendered pursuant to the transaction and/or the proportionate adjustment to the Exercise Price or (ii) any other adjustment that the Board determines to be equitable. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. (d) Except as provided in this Warrant Section 7, Participant shall have the right thereafter to receive upon the exercise hereof the kind and amount no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other securities increase or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held decrease in the number of shares of Common Stock which were then purchasable upon the exercise stock of this Warrantany class. In any such case, appropriate adjustment (as reasonably determined in good faith Any issuance by the Board Company of Directors shares of the Company) stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to this Option. The grant of this Option shall not affect in any way the application right or power of the provisions set forth herein with respect Company to the rights and interests thereafter make adjustments, reclassifications, reorganizations or changes of the Registered Holder its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock its business or other securities or property thereafter deliverable upon the exercise of this Warrantassets. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. The type and number of securities of the Company issuable upon exercise of this Warrant and the Exercise Price are subject to adjustment as set forth below: (a) If outstanding the Company shall at any time declare a dividend payable in shares of Common Stock, then the Company's Warrantholder, upon exercise of this Warrant after the record date for the determination of holders of Common Stock entitled to receive such dividend, shall be entitled to receive upon exercise of this Warrant, in addition to the number of shares of Common Stock as to which this Warrant is exercised, such additional shares of Common Stock as such holder would have received had this Warrant been exercised immediately prior to such record date. (b) If the Company shall at any time effect a recapitalization or reclassification of such character that the shares of Common Stock shall be subdivided changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof the number of shares of Common Stock which the Warrantholder shall be entitled to purchase upon exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization or reclassification, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionately decreased and, in the case of a decrease in the number of shares, proportionately increased. (c) If the Company shall at any time distribute to holders of Common Stock cash, evidences of indebtedness or other securities or assets (other than cash dividends or distributions payable out of earned surplus) then, in any such case, the Warrantholder shall be entitled to receive, upon exercise of this Warrant, with respect to each share of Common Stock issuable upon such exercise, the amount of cash or evidences of indebtedness or other securities or assets which such holder would have been entitled to receive with respect to each such share of Common Stock as a result of the happening of such event had this Warrant been exercised immediately prior to the record date or other date fixing stockholders to be affected by such event. (d) If at any time on or after the date hereof the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Warrant Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of shares receivable upon exercise of the Warrant shall thereby be proportionately increased; and, conversely, if at any time on or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date hereof the outstanding number of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall thereby be proportionately increased. When any adjustment is required to be made in the Purchase Price, increased and the number of shares receivable upon exercise of the Warrant Shares purchasable shall thereby be proportionately decreased. (e) As used in this Warrant the term "Exercise Price" shall mean the purchase price per share specified in this Warrant until the occurrence of an event stated in subsections (b) or (d) of this Section 12 and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsections. No adjustment made pursuant to any provision of this Section 12 shall have the effect of increasing the total consideration payable upon the exercise of this Warrant shall be changed to in respect of all the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall may be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveexercised.

Adjustments. Subject to the provisions of this Section 3, the Purchase Price and the shares of the Common Stock as to which the Warrant may be exercised shall be subject to adjustment from time to time as hereinafter set forth: (a) If at any time, or from time to time, the Company shall, by subdivision, consolidation, or reclassification of shares, or otherwise, change as a whole the outstanding shares of the Company's Common Stock shall be subdivided into a greater different number or class of shares, the number and class of shares so changed shall replace the shares outstanding immediately prior to such change and the Purchase Price and the number of shares or a dividend in Common Stock purchasable under the Warrant immediately prior to the date on which such change shall become effective shall be paid proportionately adjusted. (b) Irrespective of any adjustments or change in the Purchase Price or the number of securities actually purchasable under the Warrant, the Warrant theretofore and thereafter issued may continue to express the exercise price and the number of securities purchasable thereunder as the Purchase Price and the number of securities purchasable were expressed in the Warrant when initially issued. (c) If at any time while the Warrant is outstanding, the Company shall consolidate with, or merge into, another corporation, firm or entity, or otherwise enter into a form of business combination, the holder of the Warrant shall thereafter be entitled upon exercise thereof to purchase, with respect to each security purchasable thereunder immediately prior to the date on which such consolidation or merger or other form of Common Stockbusiness combination shall become effective, the securities or property to which a holder of one such security would have been entitled upon such consolidation or merger or other form of business combination, without any change in, or payment in addition to, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger or other form of business combination, and the Company shall take such steps in connection with such consolidation or merger or other form of business combination as may be necessary to assure that all the provisions of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicablemay be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this the Warrant. (cd) When The Board of Directors of the Company, in its discretion, may, at any adjustment is required to be made in time during the exercise period of the Warrant, extend the exercise period or reduce the Purchase PricePrice for all warrants then outstanding. (e) Upon the happening of any event requiring the adjustment of the exercise price hereunder, the Company shall promptly mail forthwith give written notice thereof to the Registered Holder a certificate setting forth registered holder of the Warrant stating the adjusted Purchase Price after and the adjusted number of securities purchasable upon the exercise thereof resulting from such adjustment event and setting forth a brief statement in reasonable detail the method of calculation and the facts upon which such calculation is based. The certificate of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant Company's independent public accountants shall be exercisable following conclusive evidence of the occurrence correctness of any of the events specified in subsection 2(a) or (b) abovecomputation made hereunder.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock, Stock or other capital stock which the Purchase Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to equal the product of (A) the Warrant Price in effect immediately prior to such subdivision adjustment multiplied by (B) a fraction, the numerator of which is equal to the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and the denominator of which is the number of Warrant Shares or at other securities of the record Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such dividend event. (b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the effectiveness consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such subdivision shares of stock, securities or immediately after assets as, in accordance with the record foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of such dividend be proportionately reduced. If outstanding shares a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be combined into a smaller number of shares, determined by multiplying the Purchase Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Pricepayment date by a fraction, the number numerator of Warrant Shares purchasable upon the exercise of this Warrant which shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”) (whether through the National Market System, the SmallCapMarket or the OTC Bulletin Board), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the fair market value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange or quoted on Nasdaq, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, successively whenever such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as a payment date is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantfixed. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. The number of shares of TripAdvisor Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows: (a) If In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (C) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, or (D) issue by reclassification, recapitalization or reorganization of its Common Stock any shares of capital stock of the Purchase Company, then in each such case the number of shares of TripAdvisor Common Stock issuable upon exercise of an TripAdvisor Equity Warrant shall be equitably adjusted so that the Holder of any TripAdvisor Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of TripAdvisor Common Stock or other capital stock of the Company which such Holder would have owned or been entitled to receive immediately following such action had such TripAdvisor Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any TripAdvisor Equity Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of TripAdvisor Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent) shall determine the allocation of the Exercise Price between or among shares of such classes of capital stock or shares of TripAdvisor Common Stock and other capital stock. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of TripAdvisor Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of TripAdvisor Common Stock or other securities convertible or exchangeable for shares of TripAdvisor Common Stock at a price per share of TripAdvisor Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of the adjustments set forth in this Section 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then the number of shares of TripAdvisor Common Stock issuable upon exercise of an TripAdvisor Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of TripAdvisor Common Stock issuable upon exercise of an TripAdvisor Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of TripAdvisor Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, issuance) plus the number of Warrant Shares purchasable additional shares of TripAdvisor Common Stock offered for subscription or purchase and of which the denominator shall be the number of shares of TripAdvisor Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; provided, however, in the event that all the shares of TripAdvisor Common Stock offered for subscription or purchase are not delivered upon the exercise of this such rights or warrants, upon the expiration of such rights or warrants the number of shares of TripAdvisor Common Stock issuable upon exercise of an TripAdvisor Equity Warrant shall be changed to the number determined by dividing (i) an amount equal readjusted to the number of shares of TripAdvisor Common Stock issuable upon the exercise of this an TripAdvisor Equity Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as in effect had the case may be, such Registered Holder had held numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of TripAdvisor Common Stock which were then purchasable actually delivered upon the exercise of this Warrantsuch rights or warrants rather than upon the number of shares of TripAdvisor Common Stock offered for subscription or purchase. In determining whether any security covered by this Section 4.1(b) entitles the holders to subscribe for or purchase shares of TripAdvisor Common Stock at less than such caseCurrent Market Price, appropriate adjustment and in determining the aggregate offering price of such shares of TripAdvisor Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as reasonably set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company) in its good faith judgment (whose determination shall be made described in a statement filed by the application of Company with the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantEquity Warrant Agent). (c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this TripAdvisor Common Stock issuable upon exercise of an TripAdvisor Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of TripAdvisor Common Stock issuable upon exercise of an TripAdvisor Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Board of Directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent, as appropriate) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of TripAdvisor Common Stock or of such subscription rights or warrants applicable to one share of TripAdvisor Common Stock. Such adjustment shall be made successively whenever any such distributions referred to in the first sentence of this Section 4.01(c) are made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand (c) of this Section 4.1, the “Current Market Price” per share of TripAdvisor Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term “Time of Determination” shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Sections 4.1(b) and (c).

Adjustments. Subject to Section 7(5), the Conversion Price shall be subject to adjustment from time to time in the events and in the manner provided as follows: (ai) If outstanding shares at any time during the Adjustment Period the Borrower shall: (A) fix a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the Company's outstanding Common Stock shall be subdivided Shares by way of a stock dividend; (B) fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (C) subdivide the outstanding Common Shares into a greater number of shares or Common Shares; or (D) consolidate the outstanding Common Shares into a dividend smaller number of Common Shares, (any of such events in subsections (i), (ii), (iii) and (iv) above being herein called a “Common Stock Share Reorganization”), the Conversion Price shall be paid in respect adjusted on the earlier of the record date on which holders of Common Stock, Shares are determined for the Purchase purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Conversion Price in effect immediately prior to such subdivision or at the record date or effective date, as the case may be, by a fraction: (1) the numerator of which shall be the number of Common Shares outstanding on such dividend record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and (2) the denominator of which shall simultaneously with be the effectiveness number of Common Shares which will be outstanding immediately after giving effect to such subdivision Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such date). To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 7(b)(i) as a result of the fixing by the Borrower of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Conversion Price shall be readjusted immediately after the record date expiry of such dividend any relevant exchange or conversion right to the Conversion Price which would then be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, based upon the number of Warrant Common Shares purchasable actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the exercise expiry of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to any further such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by right. (ii) If at any time during the Purchase Price in effect immediately after such adjustment. (b) If there Adjustment Period the Borrower shall occur any capital reorganization fix a record date for the issue or reclassification of distribution to the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer holders of all or substantially all of the assets outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than forty-five days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) at the date of issue of such securities of less than the Current Market Price of the CompanyCommon Shares on such record date (any of such events being called a “Rights Offering”), thenthe Conversion Price shall be adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the Conversion Price in effect on such record date by a fraction: (A) the numerator of which shall be the aggregate of (1) the number of Common Shares outstanding on the record date for the Rights Offering, as part and (2) the quotient determined by dividing A. either (a) the product of any the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such reorganizationCommon Shares are offered, reclassificationor, consolidation, merger (b) the product of the exchange or saleconversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, lawful provision by B. the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (B) the denominator of which shall be made the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged or converted). If by the terms of the rights, options, or warrants referred to in this Section 7(b)(ii), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Borrower shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Registered Holder Conversion Price occurs pursuant to this Section 7(b)(ii) as a result of the fixing by the Borrower of a record date for the issue or distribution of rights, options or warrants referred to in this Warrant Section 7(b)(ii), the Conversion Price shall have be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right thereafter to receive the Conversion Price which would then be in effect based upon the exercise hereof number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (iii) If at any time during the Adjustment Period the Borrower shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of: (A) shares of the Borrower of any class other than Common Shares; (B) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than forty-five days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share) at the date of issue of such securities to the holder of at least the Current Market Price of the Common Shares on such record date); (C) evidences of indebtedness of the Borrower; or (D) any property or assets of the Borrower; and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Conversion Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Conversion Price in effect on the record date for the Special Distribution by a fraction: (1) the numerator of which shall be the difference between A. the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and B. the fair value, as determined in good faith by the directors of the Borrower, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and (2) the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or held for the account of the Borrower shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 7(b)(iii) as a result of the fixing by the Borrower of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this Section 7(b)(iii), the Conversion Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (iv) If at any time during the Adjustment Period there shall occur: (A) a reclassification or redesignation of the Common Shares, any change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization; (B) a consolidation, amalgamation, arrangement or merger of the Borrower with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; (C) the transfer of the undertaking or assets of the Borrower as an entirety or substantially as an entirety to another Company or entity; (any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon conversion of the Note, in lieu of the number of Common Shares to which the Holder was theretofor entitled upon the conversion of the Note, the kind and amount aggregate number of shares of stock or and other securities or property resulting from the Capital Reorganization which such Registered the Holder would have been entitled to receive as a result of the Capital Reorganization if, immediately prior to any such reorganizationon the effective date thereof, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held been the registered holder of the number of shares of Common Stock Shares which were then purchasable the Holder was theretofore entitled to purchase or receive upon the exercise conversion of this Warrantthe Note. In If necessary, as a result of any such caseCapital Reorganization, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) adjustments shall be made in the application of the provisions set forth herein of this Note with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such to the end that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter correspondingly be applicable, made applicable as nearly as is may reasonably practicable, be possible in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise conversion of this Warrantthe Note. (cv) When If at any time during the Adjustment Period any adjustment is required to be made or readjustment in the Purchase Price, the Company Conversion Price shall promptly mail occur pursuant to the Registered Holder a certificate setting forth provisions of Sections 7(b)(i), (ii), or (iii) of this Note, then the Purchase Price after number of Common Shares purchasable upon the subsequent conversion of the Note shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Common Shares issuable on conversion of the Note immediately prior to such adjustment and setting forth or readjustment by a brief statement fraction which shall be the reciprocal of the facts requiring such adjustment. Such certificate shall also set forth fraction used in the kind and amount of stock adjustment or other securities or property into which this Warrant shall be exercisable following the occurrence of any readjustment of the events specified in subsection 2(a) or (b) aboveConversion Price.

Adjustments. Subject to compliance by the Company with all applicable securities laws and the requirements of the TSX and NYSE AMEX, the Exercise Price and the number of Warrant Shares issuable to the Warrantholder upon exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided as follows: (a) If outstanding shares at any time during the Adjustment Period the Company shall: (i) fix a record date for the issue of, or issue, Common Shares or securities exchangeable for or convertible into Common Shares to the holders of all or substantially all of the Company's outstanding Common Stock shall be subdivided Shares by way of a stock dividend, or other distribution (other than as a Dividend Paid in the Ordinary Course); (ii) fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (iii) subdivide, redivide or change the outstanding Common Shares into a greater number of shares Common Shares; or (iv) reduce, combine or consolidate the outstanding Common Shares into a dividend lesser number of Common Shares; (any of such events in subclauses (i), (ii), (iii) and (iv) above being herein called a “Common Stock Share Reorganization”), the Exercise Price shall be paid in respect adjusted on the earlier of the record date on which holders of Common Stock, Shares are determined for the Purchase purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to a price determined by multiplying the Exercise Price in effect immediately prior to such subdivision or at the record date or effective date, as the case may be, by a fraction: (A) the numerator of which shall be the number of Common Shares outstanding on such dividend record date or effective date before giving effect to such Common Share Reorganization; and (B) the denominator of which shall simultaneously with be the effectiveness number of Common Shares which will be outstanding immediately after giving effect to such subdivision Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares that would be outstanding had such securities all been exchanged for or converted into Common Shares on such date). To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 4.2(a) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (b) If at any time during the Adjustment Period the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares, of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such dividend be proportionately reduced. If outstanding shares securities) of less than 95% of the Current Market Price of the Common Stock Shares on such record date (any of such events being herein called a “Rights Offering”), the Exercise Price shall be combined into adjusted effective immediately after the end of the Rights Period to a smaller number of shares, price determined by multiplying the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness end of such combination, the Rights Period by a fraction: (i) the numerator of which shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, aggregate of: (A) the number of Warrant Common Shares purchasable outstanding on the record date for the Rights Offering; and (B) the quotient determined by dividing: (1) either (a) the product of the number of Common Shares issued during the Rights Period upon the exercise of this Warrant shall be changed the rights, warrants or options pursuant to the number determined by dividing Rights Offering and the price at which such Common Shares are offered, or (ib) an amount equal to the product of the exchange or conversion price of the securities so issued and the number of shares issuable upon Common Shares for or into which the exercise securities offered pursuant to the Rights Offering may be exchanged or converted during the Rights Period, as the case may be, by (2) the Current Market Price of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by Common Shares as of the record date for the Rights Offering; and (ii) the Purchase denominator of which shall be the aggregate of the number of Common Shares outstanding on the record date for the Rights Offering and the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged or converted). If by the terms of the rights, options, or warrants referred to in this Section 4.2(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 4.2(b) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Section 4.2(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (c) If at any time during the Adjustment Period the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the Common Shares of: (i) shares of the Company of any class other than Common Shares; (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date); (iii) evidences of indebtedness of the Company; or (iv) any property (including cash or securities) or assets of the Company, and if such issue or distribution does not constitute a Dividend Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall, subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading be adjusted effective immediately after the record date for the Special Distribution to a price determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction: (A) the numerator of which shall be the difference between (1) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and (2) the fair market value on such record date, as determined by the Directors, whose determination shall be conclusive, which action shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, to the holders of the Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution; and (B) the denominator of which shall be the product of the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 4.2(c) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this Section 4.2(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such adjustmentexpiry, and shall be further readjusted in such manner upon the expiry of any further such right. (bd) If at any time during the Adjustment Period there shall occur occur: (i) a reclassification or redesignation of the Common Shares, any change of the Common Shares into other shares or securities or any other capital reorganization or reclassification of involving the Company's Common Stock (Shares other than a change in par value or Common Share Reorganization; (ii) a subdivision or combination as provided for in subsection 2(a) above)consolidation, or any consolidation amalgamation, arrangement pursuant to a plan of arrangement or merger of the Company with or into another corporation, any other body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; or (iii) the transfer of all the undertaking or substantially all of the assets of the CompanyCompany as an entirety or substantially as an entirety to another Company or entity; (any of such events being herein called a “Capital Reorganization”), then, as part after the effective date of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Capital Reorganization the Warrantholder shall be made so that entitled to receive, and shall accept, for the Registered Holder same aggregate consideration, upon exercise of this Warrant shall have the right thereafter Warrants, in lieu of the number of Common Shares to receive which the Warrantholder was theretofore entitled upon the exercise hereof of the Warrants, the kind and amount aggregate number of shares of stock or and other securities or property resulting from the Capital Reorganization which such Registered Holder the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, immediately prior to any such reorganizationon the effective date thereof, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder Warrantholder had held been the registered holder of the number of shares of Common Stock Shares to which were then purchasable the Warrantholder was theretofore entitled to purchase or receive upon the exercise of this Warrantthe Warrants. In If determined appropriate by the Company, acting reasonably, and subject to the prior written approval of any such casestock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, as a result of any Capital Reorganization, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) adjustments shall be made in the application of the provisions set forth herein of this Indenture with respect to the rights and interests interest thereafter of the Registered Holder of this Warrant, such Warrantholder to the end that the provisions set forth in of this Section 2 (including provisions with respect to adjustment of the Purchase Price) Indenture shall thereafter correspondingly be applicable, made applicable as nearly as is may reasonably practicable, be possible in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required the Warrants. Any such adjustments shall be made by and set for in terms and conditions supplemental hereto approved by action by the Director and by the Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to be made in appropriate adjustments. No Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the Purchase Priceholders of Warrants shall thereafter be entitled to receive the number of Warrants (and upon exercise thereof, the Company shall promptly mail to number of Common Shares), as the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock case may be, or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified Company or of the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in subsection 2(aaccordance with provisions the same, as nearly as may be possible, as those contained in this Section 4.2(d). (e) If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of Sections 4.2(a) or (bc) abovehereof, then the number of Warrant Shares purchasable upon the subsequent exercise of these Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Warrant Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

Adjustments. The number of shares of Common Stock or other securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) If outstanding shares of the Company's Company (i) pays a dividend in Common Stock shall be subdivided or makes a distribution in Common Stock or shares convertible in Common Stock, (ii) subdivides its outstanding Common Stock into a greater number of shares or a dividend in shares, (iii) combines its outstanding Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, or (iv) issues, by reclassification of its Common Stock, other securities of the Purchase Price in effect Company, then the number and kind of shares of Common Stock or other securities purchasable upon exercise of a Warrant immediately prior thereto will be adjusted so that the holder of a Warrant will be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that such holder would have owned and would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to such combination shall, simultaneously with the effectiveness happening of such combination, be proportionately increasedevent or any record date with respect thereto. When any Any adjustment is required made pursuant to be made in this subsection 8.1(a) will become effective immediately after the Purchase Price, the number effective date of Warrant Shares purchasable upon the exercise of this Warrant shall be changed such event retroactive to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to record date, if any, for such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentevent. (b) If there shall occur the Company issues or sell any capital reorganization shares of Common Stock or reclassification any rights or warrants to purchase shares of Common Stock or securities convertible into Common Stock at a price per share of Common Stock that is less than 90% of the Company's Daily Market Price (as defined in Section 10(e) hereof) of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with trading day immediately preceding (or into another corporation, or a transfer the same day if trading has been completed for such day) of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger issuance or sale, as the case may be, lawful provision Warrant Price shall be made so that reduced by multiplying the Registered Holder Warrant Price in effect on the date of this Warrant issuance of such shares, warrants, rights or convertible securities by a fraction, the denominator of which shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, rights, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase or issuable on conversion, and the numerator of which were then purchasable shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, rights, warrants or convertible securities plus the number of shares which the aggregate offering price of the total number of shares so offered, issued or issuable, or, with respect to convertible securities, the aggregate consideration received or to be received by the Company for the convertible securities, would purchase at such Daily Market Price. Such adjustment shall be made successively whenever such shares, rights, warrants or convertible securities are issued and shall become effective immediately after the date of such issuance. However, upon the expiration of any right or warrant to purchase Common Stock or conversion right, the issuance of which resulted in an adjustment in the Warrant Price, if any such right, warrant or conversion right shall 6 expire and shall not have been exercised, the Warrant Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Warrant Price made pursuant to the provisions of this Section 8.1(b) after the issuance of such rights, warrants or convertible securities) had the adjustment of the Warrant Price upon the issuance of such rights, warrants or convertible securities been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of this Warrant. In such rights or warrants actually exercised or the conversion of the convertible securities actually converted. (c) If the Company distributes to all holders of Common Stock evidences of its indebtedness or assets (excluding cash dividends or cash distributions paid out of earned surplus and made in the ordinary course of business) or rights to subscribe for or purchase any security, then in each such casecase the Warrant Price shall be determined by multiplying the Warrant Price in effect prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction, appropriate adjustment the denominator of which shall be the Daily Market Price of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Daily Market Price of the Common Stock, less the then fair market value (as reasonably determined by the Board of Directors of the Company in good faith, whose determination shall be conclusive if made in good faith; provided, however, that in the event of a distribution or series of related distributions exceeding 10% of the net assets of the Company, then such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) selected in good faith by the Board of Directors of the Company, and in either case shall be described in a statement provided to Warrant holders) of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date mentioned above. In the event such distribution is not made, the Warrant Price shall again be adjusted to the number that was in effect immediately prior to such record date. (d) No adjustment in the application number of the provisions set forth herein with respect shares or securities purchasable pursuant to the rights and interests thereafter Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the Registered Holder number of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable then purchasable upon the exercise of this Warrant. (c) When the Warrants, provided, however, that any adjustment which by reason of this subsection 8.1(d) is not required to be made shall be carried forward and taken into account in any subsequent adjustments. (e) The Company may, at its option, at any time during the Purchase Priceterm of the Warrant, reduce the then current Warrant Price to any amount, consistent with applicable law, deemed appropriate by the Board of Directors of the Company. (f) Whenever the number of shares or securities purchasable upon the exercise of the Warrants is adjusted, as herein provided, the Warrant Price for shares payable upon exercise of the Warrants shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the 7 denominator of which shall be the number of shares so purchasable immediately thereafter. (g) Whenever the number of shares or securities purchasable upon the exercise of the Warrants and/or the Warrant Price is adjusted as herein provided, the Company shall cause to be promptly mail mailed to the Registered Holder each registered holder of a Warrant by first class mail, postage prepaid, notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the Purchase Price number of shares or securities purchasable upon the exercise of the Warrants after such adjustment and setting forth adjustment, the Warrant Price as adjusted, a brief statement of the facts requiring such adjustment. Such certificate adjustment and the computation by which such adjustment was made. (h) For the purpose of this subsection 8.1, the term "Common Stock" shall also set forth mean (i) the kind and amount class of stock designated as the voting Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock or securities resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, a registered holder shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities or property into which this Warrant so purchasable upon exercise of the Warrants shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified shares contained in subsection 2(a) or (b) abovethis Section 8.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase The Conversion Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise conversion of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Debenture shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect subject to adjustment of the Purchase Pricefrom time to time as follows: (i) shall thereafter be applicable, Except as nearly as is reasonably practicablehereinafter provided, in relation to case the Company shall at any time after the date hereof issue or sell any shares of stock Common Stock (including shares held in the Company's treasury) for a consideration per share less than the Conversion Price (or, if an Adjusted Conversion Price shall be in effect by reason of a previous adjustment under this Section 7 as provided below, then less than such Adjusted Conversion Price), then and in each such case the holder of this Debenture, upon the conversion hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the conversion of this Debenture, a number of shares of Common Stock determined by dividing the outstanding principal balance hereof to be converted by an Adjusted Conversion Price to be computed as provided below in this Paragraph 7(a)(i). Such Adjusted Conversion Price shall be computed (to the nearest cent -- a half cent or more being considered a full cent) by dividing: (1) the sum of (x) the result obtained by multiplying the number of shares of Common Stock of the Company outstanding immediately prior to such issue or sale by the Conversion Price (or, if an Adjusted Conversion Price shall be in effect by reason of a previous adjustment under this Paragraph 7(a)(i), by such Adjusted Conversion Price) in effect immediately prior to such issue or sale, and (y) the consideration, if any, received by the Company upon such issue or sale; by (2) the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing calculation, all shares of Common Stock of the Company issuable upon conversion of all then outstanding convertible securities (including the Debentures) and upon exercise of all then outstanding options, warrants or other rights to acquire Common Stock shall be deemed outstanding but only to the extent and only if the Market Value of the Common Stock of the Company on such date is in excess of the conversion price of such convertible securities then in effect or property thereafter deliverable upon the exercise price of this Warrant. (c) When any adjustment is required to be made in the Purchase Pricesuch options, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock warrants or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified rights then in subsection 2(a) or (b) aboveeffect, respectively.

Adjustments. (a) If outstanding shares At least ten (10) business days prior to the Closing Date, the Company shall prepare, in accordance with GAAP, consistently applied, and deliver to Parent, the most recently available month-end balance sheet of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, Company and its Subsidiaries (the Purchase Price in effect immediately prior to such subdivision or at "PRE-CLOSING BALANCE SHEET") (the record date of such dividend balance sheet shall simultaneously with not be more than 60 days prior to the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reducedClosing Date). If outstanding shares of Common Stock The Merger Consideration shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization increased or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or saledecreased, as the case may be, lawful provision by the amount which total current assets (including cash, accounts receivable, prepaid assets and inventory) are greater or less than total amount current liabilities (including accounts payable, customer deposits and excise taxes) (such difference shall be made so that referred to hereinafter as the Registered Holder "WORKING CAPITAL ADJUSTMENT") as determined in accordance with GAAP and as reflected on the Pre-Closing Balance Sheet. The Pre-Closing Balance Sheet shall reflect accrued liabilities (i) of this Warrant approximately $1,150,000.00, relating to the brokerage fees and expenses payable by the Company to ▇▇▇▇▇▇▇▇▇▇ (as defined in Section 2.21) in connection with the transactions contemplated hereby, (ii) of approximately $200,000.00, relating to legal fees payable by the Company in connection with the transactions contemplated hereby, (iii) of approximately $45,000.00, relating to real estate transfer taxes payable by the Company in connection with the transactions contemplated hereby and (iv) for the environmental testing and remediation costs referred to in Section 5.14 hereof. The amount payable by Parent on the Closing Date shall be equal to $86,250,000, as adjusted by the Working Capital Adjustment reflected on the Pre-Closing Balance Sheet; such amount shall be referred to herein as the "CLOSING DATE PAYMENT". (b) Within ninety (90) days after the Closing Date, Parent shall prepare, in accordance with GAAP, consistently applied, and deliver to the Shareholder Representative, a balance sheet of the Company and its Subsidiaries (the "EFFECTIVE DATE BALANCE SHEET") as of the Effective Date. The parties shall have the right thereafter to receive upon dispute the exercise hereof the kind and amount of shares of stock Effective Date Balance Sheet as provided in Section 1.13(c) hereof. The Merger Consideration shall be increased or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or saledecreased, as the case may be, by the amount of the Working Capital Adjustment as determined in accordance with GAAP and as reflected on the Effective Date Balance Sheet. The amount of the Merger Consideration, as adjusted pursuant to Section 1.13(b) or Section 1.13(c), shall be referred to herein as the "ADJUSTED PURCHASE PRICE". The Adjusted Purchase Price will not reflect (i) any changes in net property, plant and equipment or (ii) any changes, including without limitation, termination, in the status of the Seattle Major Trading Area Partition Agreement dated July 31, 1995, between GTE Macro Communications Corporation and Elltel Wireless, Inc. and related agreements, but will reflect (i) the effect of any National Exchange Carrier Association "true-ups" not reflected in the working capital of the Company as of the Effective Date, and (ii) liabilities which shall be reflected in the Working Capital Adjustment to account for (A) the actual brokerage fees and expenses payable to ▇▇▇▇▇▇▇▇▇▇ in connection with the transactions contemplated hereby, (B) the actual legal fees payable by the Company in connection with the transactions contemplated hereby, (C) the actual real estate transfer taxes payable by the Company in connection with the transactions contemplated hereby and (D) the actual environmental testing and remediation costs payable by the Company in connection with the transactions contemplated hereby. (c) The Shareholder Representative shall have until thirty (30) days after the delivery of the Effective Date Balance Sheet to review such Registered Holder had held statement and propose any adjustments thereto. All adjustments proposed by the number Shareholder Representative shall be set out in detail in a written statement delivered to Parent (an "ADJUSTMENT STATEMENT") and shall be incorporated into the Effective Date Balance Sheet unless Parent shall object in writing to such proposed adjustment within fifteen (15) days after delivery by the Shareholder Representative to Parent of shares of Common Stock which were then purchasable upon the exercise of this Warrantsuch Adjustment Statement. In If Parent does object in writing within fifteen (15) days to any such case, appropriate proposed adjustment (as reasonably determined the proposed adjustment or adjustments to which Parent objects, hereinafter the "CONTESTED ADJUSTMENTS" and Parent's objection notice, hereinafter, a "CONTESTED ADJUSTMENT NOTICE"), then Parent and the Shareholder Representative shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within forty-five (45) days after Parent delivers to the Shareholder Representative the relevant Contested Adjustment Notice, the Shareholder Representative and Parent shall promptly retain ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. (the "INDEPENDENT ACCOUNTANT") to resolve any remaining disputes concerning the Contested Adjustments. Within fifteen (15) days after the Independent Accountant is retained, Parent and the Shareholder Representative shall each submit to the Independent Accountant in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein writing their respective positions with respect to the rights Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and interests thereafter Parent and the Shareholder Representative shall cause the Independent Accountant to, within forty-five (45) days after the Independent Accountant is retained, render its decision based on the positions and supplementary supporting documentation submitted to the Independent Accountant by Parent and the Shareholder Representative as to the Contested Adjustments, which decision shall be final and binding on, and nonappealable by, Parent and the Shareholder Representative. The fees and expenses of the Registered Holder of this Warrant, such that Independent Accountant incurred in connection with the provisions procedure set forth in this Section 2 1.13(c) shall be borne equally by Parent and the Selling Shareholders, respectively. The decision of the Independent Accountant shall also include a certificate (including the "SETTLEMENT AMOUNT CERTIFICATE") of the Independent Accountant setting forth the final amount of the Working Capital Adjustment and the Adjusted Purchase Price as of the date of the Effective Date Balance Sheet, and the amount, if any, which the Shareholder Representative shall cause to be paid to Parent or the Parent shall cause to be paid to the Shareholder Representative, as the case may be, in respect thereof pursuant to the provisions of this Agreement with respect to adjustment the Effective Date Balance Sheet. The Effective Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by the Shareholder Representative and those adjustments accepted or made by the decision of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, Independent Accountant in relation to any shares of stock or other securities or property thereafter deliverable upon resolving the exercise of this WarrantContested Adjustments. (cd) When There shall be a "SETTLEMENT DATE" after the calculation of the Working Capital Adjustment and the Adjusted Purchase Price, as the case may be, as soon as possible after the Effective Date but in any adjustment is required event within 135 days after the Effective Date, which shall mean the following, as applicable: (i) If the Shareholder Representative has not timely delivered an Adjustment Statement to Parent, then forty (40) days after the day the Shareholder Representative receives the Effective Date Balance Sheet. (ii) To the extent that the Shareholder Representative timely delivers an Adjustment Statement to Parent and if Parent has not timely delivered a Contested Adjustment Notice, then twenty (20) days after the day Parent receives the Adjustment Statement. (iii) If Parent and the Shareholder Representative have any disputes regarding Contested Adjustments and they resolve those disputes, then seven (7) days after such resolution. (iv) Ten (10) days after the Independent Accountant delivers the Settlement Amount Certificate, if applicable. (v) Such other day as shall be made in agreed between Parent and the Shareholder Representative. (e) On the Settlement Date, (i) if the amount of the Closing Date Payment exceeds the amount of the Adjusted Purchase Price, the Company Shareholder Representative shall promptly mail cause to be paid to Parent the difference between the Closing Date Payment and the Adjusted Purchase Price (such payment to be made, at the option of Parent, (A) by wire transfer of immediately available funds from a source other than the Escrow Fund or (B) by wire transfer of immediately available funds from the Escrow Fund), (ii) if the amount of the Adjusted Purchase Price exceeds the amount of the Closing Date Payment, Parent shall cause to be paid to the Registered Holder a certificate setting forth Shareholder Representative by wire transfer of immediately available funds, or such other consideration as may be agreed by Parent and Shareholder Representative, the difference between the Adjusted Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveClosing Date Payment.

Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur. (b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a sale, transfer or other disposition of all or substantially all of the Company's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Fair Market Value per share of Common Stock (as defined below), less the fair market value (on a per share basis) (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current Fair Market Value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. "Fair Market Value" of the Common Stock shall be the closing price of the Common Stock as reported by the Nasdaq Stock Market (or other exchange or market on which the Common Stock is principally traded) on the trading day immediately preceding the date on which such value is being determined. (d) For the duration of the term of this Warrant, if the Company or any subsidiary shall at any time or from time to time issue or sell securities (other than issuances of Underlying Shares pursuant to Debentures and Warrants under the Purchase Agreement, shares or options issued or which may be issued pursuant to the Company's current employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's SEC Filings and other than issuances described in and permitted under 7.2(b)(iii) of the Purchase Agreement) at an effective a Per Share Selling Price (as defined below) which is less than the Warrant Price, then in each such case, the Warrant Price in effect immediately prior to such issue or sale shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Warrant Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at the Warrant Price, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provision of this subsection shall not apply to issuances or sales pursuant to the Company's duly adopted employee or director bona fide options plans and/or compensation arrangements or to issuances of up to 1,500,000 shares of the Company's Common Stock to the stockholders of Advanced Medical Diagnostic Corporation, a majority-owned subsidiary of Fonar ("AMD"), in exchange for their shares of stock of AMD (which shall not be a capital raising transaction). For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For the purposes of this Section 9(d), "Per Share Selling Price" shall include the amount actually paid by third parties for each share of Common Stock. In the event a fee is paid by the Company in connection with such transaction, any such fee shall be deducted from the selling price pro rata to all shares sold in the transaction to arrive at the Per Share Selling Price. A sale of shares of Common Stock shall include the sale or issuance of rights, options, warrants or convertible, exchangeable or exercisable securities under which the Company is or may become obligated to issue shares of Common Stock, and in such circumstances the Per Share Selling Price of the Common Stock covered thereby shall also include the exercise, exchange or conversion price thereof (in addition to the consideration received by the Company upon such sale or issuance less the fee amount as provided above). In case of any such security issued in a Variable Rate Transaction or an MFN Transaction, the Per Share Selling Price shall be deemed to be the lowest conversion or exercise price at which such securities are converted or exercised or might have been converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction, over the life of such securities. If shares are issued for a consideration other than cash, the Per Share Selling Price shall be the fair value of such consideration as determined in good faith by independent certified public accountants mutually acceptable to the Company and the Purchaser. (e) An adjustment shall become effective immediately after the record date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (f) In the event that, as a result of an adjustment made pursuant to Section 9, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant. (cg) When In the event of any adjustment is required to be made in the Purchase number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Warrant Price, the Company number of Warrant Shares issuable hereunder upon exercise shall promptly mail to be inversely proportionately increased or decreased, as the Registered Holder a certificate setting forth case may be, such that the Purchase Price after such adjustment and setting forth a brief statement aggregate purchase price for Warrant Shares upon full exercise of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following remain the occurrence of any of the events specified in subsection 2(a) or (b) abovesame.

Adjustments. (a) RECEIVABLES IN DEFAULTED ACCOUNTS, CREDIT ADJUSTMENTS AND REDUCTIONS IN RECEIVABLES If outstanding shares at any time prior to the dissolution of the Company's Common Stock shall be subdivided into Receivables Trust for any reason whatsoever, any Principal Receivable becomes a greater number of shares Receivable in a Defaulted Account or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision Reduction or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment Credit Adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares Principal Receivable the amount of stock such Receivable in a Defaulted Account or other securities the subject of a Credit Adjustment or property thereafter deliverable upon a Reduction shall be allocated among the exercise of this Warrant.Beneficiaries as follows: (ci) When any adjustment is required to be made in the Purchase Pricecase of a Receivable in a Defaulted Account which was an Eligible Receivable prior to such time such Account became a Defaulted Account, by allocating such amount between each Transferor Beneficiary and each Series in accordance with their beneficial entitlement to Trust Property at such time (as calculated in a manner consistent with the Company shall promptly mail principles set out in the First Schedule (as amended by any Supplement)), reducing the Transferor Interest accordingly and treating the resulting Investor Default Amount for each Series as provided in the related Supplement; (ii) in the case of a Credit Adjustment or a Reduction by allocating such amount to each Transferor Beneficiary to the Registered Holder a certificate setting forth extent of its pro rata share and reducing the Purchase Price after Transferor Interest accordingly until such adjustment and setting forth a brief statement time as the Transferor Interest shall be zero, PROVIDED, HOWEVER, that if the amount of such Credit Adjustment or Reduction is greater than the amount of the facts requiring Transferor Interest on such adjustment. Such certificate date of determination then the Receivables Trustee shall also set forth seek to enforce its remedy against the kind Transferor and each Additional Transferor under Clause 10.3 of the RSA which provides that the Transferor or relevant Additional Transferor shall make a payment to the Receivables Trustee in accordance with Clause 10.4 of the RSA; and (iii) in the case of a Receivable in a Defaulted Account which was an Ineligible Receivable prior to such time as such Account became a Defaulted Account, by reducing the Transferor Ineligible Interest by the amount of stock or other securities or property into which this Warrant such Receivable in a Defaulted Account until such time as the Ineligible Receivables Pool reaches zero; and the entitlement of the Beneficiaries to Trust Property shall be exercisable following affected accordingly. The Receivables Trustee shall maintain at all times accurate records reflecting Receivables in Defaulted Accounts, Credit Adjustments or Reductions and the occurrence of any of allocation thereof amongst the events specified in subsection 2(a) or (b) aboveBeneficiaries.

Adjustments. (a) If outstanding shares of the Company's ’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reducedreduced and the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such subdivision or the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend, be proportionately increased. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, and the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentcombination shall, multiplied by simultaneously with the Purchase Price in effect immediately prior to effectiveness of such adjustmentcombination, by (ii) the Purchase Price in effect immediately after such adjustmentbe proportionately reduced. (b) If there shall occur any capital reorganization or reclassification or change of securities of the Company's Common Stock class issuable upon exercise of this Warrant (other than a change in par value value, or as a result of a subdivision or combination as provided for in subsection 2(a) abovecombination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the surviving corporation), or a transfer in case of any sale of all or substantially all of the assets of the Company, thenthe Company, as part of any or such reorganization, reclassification, consolidation, merger successor or salepurchasing corporation, as the case may be, lawful shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance reasonably satisfactory to the holder of this Warrant), or the Company shall make appropriate provision shall be made without the issuance of a new Warrant, so that the Registered Holder holder of this Warrant shall have the right thereafter to receive receive, at a total purchase price not to exceed that payable upon the exercise hereof of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock or stock, other securities or securities, money and property which receivable upon such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidationchange, merger or sale, as the case may be, such Registered Holder had held sale by a holder of the number of shares of Common Stock which were then purchasable upon the exercise of under this Warrant. In any , or (ii) in the case of such case, appropriate adjustment (as reasonably determined a merger or sale in good faith by which the Board consideration paid consists all or in part of Directors assets other than securities of the Company) shall be made in successor or purchasing corporation, at the application of the provisions set forth herein with respect to the rights and interests thereafter option of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment securities of the Purchase Pricesuccessor or purchasing corporation having a value at the time of the transaction equivalent to the fair market value per share of Common Stock at the time of the transaction, as determined pursuant to subsection 1(e) above. The provisions of this subsection 3(b) shall thereafter be applicablesimilarly apply to successive reclassifications, as nearly as is reasonably practicablechanges, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantmergers and transfers. (c) When any adjustment is required to be made in the Purchase Pricepursuant to this Section 3, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price and the number of Warrant Shares issuable upon exercise of this Warrant after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovesuch adjustment.

Adjustments. (a) If outstanding shares In the event the Company should at any time or from time to time, after the date of this Note, fix a record date for the effectuation of a split or subdivision of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into or the determination of holders of Common Stock entitled to receive a smaller number dividend or other distribution payable in additional shares of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing Common Stock (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by at least ten percent (ii10%) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification more of the Company's then issued and outstanding shares of Common Stock) or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly additional shares of Common Stock (other than a change in par value hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or a subdivision the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or combination as provided for in subsection 2(a) aboveexercise thereof), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganizationrecord date (or the date of such dividend, reclassificationdistribution, consolidationsplit or subdivision if no record date is fixed), merger or salethen unless the Conversion Price is otherwise automatically adjusted in accordance with the terms of this Note, as the case may be, lawful provision Conversion Price shall be made appropriately decreased so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise issuable on conversion of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Note shall be made increased in proportion to such increase in the application aggregate number of the provisions set forth herein shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. (b) If the rights and interests thereafter number of shares of Common Stock outstanding at any time after the date of this Note is decreased by a combination of the Registered Holder outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable upon conversion of this Warrant, Note shall be decreased in proportion to such that the provisions set forth decrease in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantoutstanding shares. (c) When In the event the Company, at any adjustment time while all or any portion of this Note is required to outstanding, shall be consolidated with or merged into any other corporation or corporations or shall sell or lease all or substantially all of its property and business as an entirety, then lawful provisions shall be made as part of the terms of such consolidation, merger, sale or lease so that the holder of this Note may thereafter receive in lieu of such Common Stock otherwise issuable to such holder upon conversion of this Note, but at the Purchase Priceconversion rate which would otherwise be in effect at the time of conversion, as hereinbefore provided, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the same kind and amount of stock or other securities or property into which this Warrant shall assets as may be exercisable following the occurrence of any issuable, distributable or payable upon such consolidation, merger, sale or lease with respect to Common Stock of the events specified in subsection 2(a) or (b) aboveCompany.

Adjustments. In the event SJNB changes (a) If outstanding shares of the Company's Common Stock shall be subdivided into or establishes a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (ifor changing) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of SJNB Common Stock which issued and outstanding prior to the Effective Time as a result of an issuance of shares of SJNB Common Stock, or a recapitalization, reclassification, split-up, combination, exchange, readjustment, reorganization, merger, consolidation, distribution, stock split, stock or other dividend, or similar transaction with respect to the outstanding SJNB Common Stock and the record date therefor, if applicable, shall be prior to the Effective Time, the Exchange Ratio shall be proportionately adjusted with the result that the holders of Saratoga Common Stock shall receive the same economic benefit set forth in Section 2.1. Further, in the event SJNB, prior to the Effective Time, grants, issues, delivers, sells or otherwise distributes any warrant, option, security, right or other instrument convertible into or exchangeable for any shares of SJNB Common Stock (collectively, an "SJNB Instrument"), then (i) the Exchange Ratio shall be proportionately adjusted in the manner prescribed above as if the shares of SJNB Common Stock issuable pursuant to such SJNB Instrument were then purchasable outstanding prior to the Effective Time or, (ii) in the sole discretion of SJNB, SJNB shall provide, at or prior to the Effective Time, for the holders of the Saratoga Common Stock whose shares are to be converted into shares of SJNB Common Stock pursuant to the Merger proportionately equivalent SJNB Instruments upon consummation of the exercise Merger; provided, however, that no adjustment hereunder shall be made for the grant of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith options under the SJNB 1996 Stock Option Plan made by the Board of Directors of the CompanySJNB in its sole discretion; and provided further, that no adjustment shall be made hereunder for any option granted in connection with a Takeover Proposal (as defined in Section 5.4(a)) to which SJNB is a party (either as acquiror or target) and no adjustment shall be made in the application of the provisions set forth herein event that SJNB takes any action to authorize, approve or adopt a shareholder rights plan in accordance with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant4.2(a)(ii). (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. (a) If outstanding shares In case of any stock split or reverse stock split, stock dividend, reclassification of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, recapitalization, merger or consolidation, or like capital adjustment affecting the Purchase Price Common Stock of the Borrower (each, an "Adjustment"), the Conversion Rate in effect at the time of the effective date for such Adjustment shall be proportionally adjusted so that the Holder of the Note which is converted after such date shall be entitled to receive the aggregate number and kind of shares which, if this Note had been converted by the Holder immediately prior to such subdivision or at date, the Holder would have owned upon such conversion and been entitled to receive upon such Adjustment (and for such purposes the Holder shall, to the extent relevant, be deemed to have converted this Note immediately prior to the record date of or the effective date, as the case may, for the Adjustment). For example, if the Borrower declares a 2:1 stock dividend or stock split and the Conversion Price immediately prior to the record date for such dividend shall simultaneously with Adjustment was $1.00 per share, the effectiveness of such subdivision or adjusted Conversion Price immediately after the record date Adjustment would be $.50 per share. Such adjustment may be made successively if there is more than one Adjustment. In all other respects the provisions of such dividend be proportionately reduced. If outstanding shares of Common Stock this Section shall be combined into applied in a smaller number fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to stockholders shall be deemed a stock dividend to the extent of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with bargain purchase element of the effectiveness of such combination, be proportionately increasedrights. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise The provisions of this Warrant Section 11 shall be changed similarly apply to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentsuccessive reclassifications, multiplied by the Purchase Price in effect immediately prior to such adjustmentchanges, by (ii) the Purchase Price in effect immediately after such adjustmentconsolidations, mergers, mandatory share exchanges and sales and transfers. (b) If there In the event the Borrower shall occur propose to take any capital reorganization or reclassification action of the Company's Common Stock (other than a change type described in par value or a subdivision or combination as provided for in subsection 2(a) above)Section 5, or any consolidation or merger of 8, 10, 11 and 12, the Company Borrower shall give notice to Holder, which notice shall specify the record date, if any, with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of respect to any such reorganization, reclassification, consolidation, merger or sale, action and the approximate date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as the case may be, lawful provision shall be made so that reasonably necessary to indicate the Registered Holder effect of this Warrant shall have such action (to the right thereafter to receive upon extent such effect may be known at the exercise hereof date of such notice) on the Conversion Price and the number, kind and amount or class of shares of stock or other securities or property which shall be deliverable upon conversion of the Note. In the case of any action which would require the fixing of a record date, such Registered Holder would have been entitled to receive if, immediately notice shall be given at least twenty (20) days prior to the date so fixed, and in case of all other action, such notice shall be given at least fifteen (15) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantaction. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. If any of the following events shall occur at any time or from time to time prior to the Expiration Date, the following adjustments shall be made in the Exercise Price and/or the number of shares then purchasable upon the exercise of this Warrant, as appropriate: (a) If In case the Company shall at any time subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding reduced and the number of shares of purchasable under this Warrant shall be proportionately increased; and conversely, in case the Common Stock of the Company shall be combined into a smaller number of shares, the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to increased and the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentpurchasable hereunder shall be proportionately reduced. (b) If there the Company shall occur declare a dividend on its Common Stock payable in capital stock or other securities of the Company or of any other corporation, or in cash or other property, to holders of record of Common Stock as of a date prior to the date of exercise of this Warrant, Holder shall, without additional cost, be entitled to receive upon the exercise of this Warrant, in addition to the Common Stock to which Holder is otherwise entitled upon such exercise, the number of shares of Common Stock or other securities, cash or property that Holder would have been entitled to receive if Holder had been a holder of the number of shares of Common Stock CORPDAL:96498.2 29976-00001 that Holder actually receives upon exercise of this Warrant on such record date. (c) In case of any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)of the Company, or any the consolidation or merger of the Company with or into another corporation, or a transfer any sale of all or substantially all of the assets Company's property or assets, or any liquidation of the Company, thenHolder, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such caseWarrant on or before the record date for determination of shareholders entitled thereto, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicablereceive, in relation to lieu of any shares of stock Common Stock, the proportionate share of all stock, securities or other securities property issued, paid or property thereafter deliverable upon delivered for or on all of the exercise Common Stock as is allocable to the shares of Common Stock then exercisable under this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.

Adjustments. (a) If the outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid declared or distributed in respect of the Common Stock, Stock or the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined or reclassified into a smaller number of shares, the Purchase Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event specified above shall occur. (b) If the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share of Common Stock less than the Fair Market Value per share of Common Stock on such record date, the Purchase Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date (plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Fair Market Value per share of Common Stock on such record date), and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. Notwithstanding the foregoing, if the securities referred to in this Subsection 3(b) entitle the holder on some future date or upon the happening of some future event to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value per share on such record date, then the Purchase Price adjustment referred to above shall be made on such future date or upon the happening of such future event. If this Warrant is exercised after such record date but prior to such combination shallfuture time or the happening of such future event, simultaneously the holder of this Warrant shall receive upon the exercise hereof (in addition to the number of shares of Common Stock set forth above, as adjusted, if necessary, in accordance with the effectiveness provisions hereof) such rights, options, warrants or convertible or exchangeable securities that such holder would have been entitled to receive if, immediately prior to such record date, such holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. To the extent that any rights, options, warrants or convertible or exchangeable securities referred to in this Subsection 3(b) are not so issued or expire unexercised, the Purchase Price then in effect shall be readjusted to the Purchase Price that would then be in effect if such combinationunissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (c) In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (i) of shares of any class other than Common Stock or (ii) of evidences of its indebtedness or (iii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 3(a) hereof) or (iv) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Subsection 3(b) hereof), then in each such case the Purchase Price in effect immediately thereafter shall be proportionately increaseddetermined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Fair Market Value per share of Common Stock on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Fair Market Value per share of Common Stock on such record date. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Purchase Price then in effect shall be readjusted to the Purchase Price which would then be in effect if such record date had not been fixed. (d) In case the Company shall sell and issue Common Stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property (other than cash) or services or its equivalent, then in determining the "price per share of Common Stock" referred to in Subsection 3(b) above, the Board of Directors of the Company shall determine, in good faith and on a reasonable basis, the fair value of said property. (e) When any adjustment is required to be made in the Purchase PricePrice as a result of the operation of Subsections 3(a), 3(b) or 3(c) hereof, the number of Warrant Shares shares of Common Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (bf) If there shall occur any capital reorganization or reclassification of or other change in the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(aSubsection 3(a) above), or any consolidation or merger of the Company with or into another corporationentity (other than a merger or consolidation in which the Company is the surviving corporation and which does not result in any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or a transfer of all or substantially all of the assets of the Company, Company then, as part of any such reorganization, reclassification, consolidation, merger or saletransfer, as the case may be, lawful provision shall be made so that the Registered Holder holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, transfer as the case may be, such Registered Holder holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, provided that, in all cases, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder holder of this Warrant, such that the provisions set forth in this Section 2 3 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made , and in the Purchase Pricecase of any consolidation or merger, the Company successor or acquiring entity (if other than the Company) shall promptly mail to expressly assume the Registered Holder a certificate setting forth the Purchase Price after such adjustment due and setting forth a brief statement punctual observance and performance of the facts requiring such adjustment. Such certificate shall also set forth the kind each and amount every provision of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveWarrant.

Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend The adjustments described in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Section 4 shall be made so that to the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made Option in the application event of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified described in subsection 2(aSubsections 4(a), 4(b) or 4(c) irrespective of whether such event results in a Change of Control Transaction as defined in Section 11.i: (a) In the event that the outstanding Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, stock split-up, combination of shares, or dividend or other distribution payable in capital stock, appropriate adjustment shall be made by the Board in the number and kind of shares as to which the outstanding Option, or portions thereof then unexercised, shall be exercisable, to the end that the proportionate interest of the Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustment in the outstanding Option shall be made without change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the Option price per share. (b) aboveIn the event that the Board shall adopt resolutions recommending the dissolution or liquidation of the Company, any Option granted under this Agreement shall terminate as of a date to be fixed by the Board, provided that not less than thirty (30) days' written notice of the date so fixed shall be given to Option Holder and Option Holder shall have the right during such period to exercise the Option as to all or any part of the shares covered thereby, including shares as to which such Option would not otherwise be exercisable by reason of an insufficient lapse of time. (c) In the event of a Reorganization (as hereinafter defined) in which the Company is not the surviving or acquiring company, or in which the Company is or becomes a wholly owned subsidiary of another company after the effective date of the Reorganization, then (i) If there is no plan or agreement respecting the Reorganization ("Reorganization Agreement") or if the Reorganization Agreement does not specifically provide for the change, conversion or exchange of the Shares under outstanding and unexercised stock options for securities of another corporation, then the Option shall terminate on the date fixed by the Board, provided that not less than 30 days' written notice of the date so fixed shall be given to the Option Holder and Option Holder shall have the right during such period to exercise the Option as to all or any part of the Shares covered thereby; or (ii) If there is a Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion, or exchange of the Shares under outstanding and unexercised stock options for securities of another corporation, then the Board shall adjust the Shares under such outstanding and unexercised stock options in a manner not inconsistent with the provisions of this Agreement such that the total price applicable to the unexercised portion of the Option does not change.

Adjustments. (a) If outstanding shares In the event of the Company's any change in Mediconsult Common Stock shall be subdivided into a greater by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or a dividend in Common Stock securities subject to the Warrant, and the Exercise Price per share, shall be paid adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Cybear shall receive, upon exercise of the Warrant, the number and class of shares or other securities or property that Cybear would have received in respect of the Mediconsult Common Stock, Stock if the Purchase Price in effect Warrant had been exercised immediately prior to such subdivision event or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of sharestherefor, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentas applicable. (b) If there In the event that Mediconsult shall occur enter in an agreement: (i) to consolidate with or merge into any capital reorganization person, other than in connection with the Merger or reclassification into Cybear or any of its subsidiaries or Affiliates, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than in connection with the Merger or Cybear or one of its subsidiaries or Affiliates, to merge into Mediconsult and Mediconsult shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Mediconsult Common Stock shall be changed into or exchanged for stock or other securities of Mediconsult or any other person or cash or any other property or the outstanding shares of Mediconsult Common Stock immediately prior to such merger shall after such merger represent less than 50% of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger outstanding shares and share equivalents of the Company with merged company; or into another corporation, (iii) to sell or a otherwise transfer of all or substantially all of the its assets to any person, other than Cybear or any of the Companyits subsidiaries or Affiliates, then, as part and in each such case, the agreement governing such transaction shall make proper provision so that, upon the consummation of any such reorganizationtransaction and upon the terms and conditions set forth herein, reclassificationCybear shall receive for each Mediconsult Share with respect to which the Warrant has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Mediconsult Common Stock less the Exercise Price (and, consolidationin the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Common Stock, merger or salesubject to the foregoing, as the case may be, lawful proper provision shall be made so that the Registered Holder holder of this the Mediconsult Warrant shall would have the right thereafter to receive upon same election or similar rights as would the exercise hereof the kind and amount holder of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Mediconsult Common Stock for which were the Warrant is then purchasable exercisable). (c) If Mediconsult shall issue, after the date upon which this Warrant is first issued (the exercise "Issue Date"), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Exercise Price for the Warrant in effect immediately prior to the issuance of such Additional Stock, the Exercise Price for the Warrant in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Mediconsult Common Stock outstanding immediately prior to such issuance plus the number of shares of such Additional Stock that the aggregate consideration received by Mediconsult for such issuance would purchase at such Exercise Price; and the denominator of which shall be the number of shares of Mediconsult Common Stock outstanding immediately prior to such issuance. (ii) No adjustment of the Exercise Price shall be made in an amount less than one percent, provided that any adjustments which are not required to be made by reason of this Warrant. sentence shall be carried forward and shall be taken into account together with any subsequent adjustment where the aggregate adjustment is equal to or greater than one percent. (iii) In the case of the issuance of Mediconsult Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any such casereasonable discounts, appropriate adjustment commissions or other expenses allowed, paid or incurred by Mediconsult for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of the issuance of Mediconsult Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined in good faith by the Board of Directors of Mediconsult irrespective of any accounting treatment. (v) In the Companycase of the issuance (whether before, on or after the applicable Issue Date) of options to purchase or rights to subscribe for Mediconsult Common Stock, securities by their terms convertible into or exchangeable for Mediconsult Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 8(c)(i) and Section 8(c)(ii): (1) The aggregate maximum number of shares of Mediconsult Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) (to the extent then exercisable) of such options to purchase or rights to subscribe for Mediconsult Common Stock shall be made deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the application manner provided in Sections 8(c)(iii) and 8(c)(iv)), if any, received by Mediconsult upon the issuance of such options or rights plus the provisions set forth herein with respect minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Mediconsult Common Stock covered thereby. (2) The aggregate maximum number of shares of Mediconsult Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) (to the rights and interests thereafter of the Registered Holder of this Warrant, extent then convertible or exchangeable) for any such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock convertible or other exchangeable securities or property thereafter deliverable upon the exercise of this Warrantoptions to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by Mediconsult for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Mediconsult (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 8(c)(iii) and 8(c)(iv)). (c3) When In the event of any change in the number of shares of Mediconsult Common Stock deliverable or in the consideration payable to Mediconsult upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment is required to shall be made in for the Purchase actual issuance of Mediconsult Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price, the Company shall promptly mail to the Registered Holder a certificate setting forth extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the Purchase Price after issuance of only the number of shares of Mediconsult Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such adjustment and setting forth a brief statement options or rights, upon the conversion or exchange of such securities or upon the exercise of the facts requiring options or rights related to such adjustment. Such certificate shall also set forth securities. (5) The number of shares of Mediconsult Common Stock deemed issued and the kind consideration deemed paid therefor pursuant to Sections 8(c)(v)(1) and amount of stock or other securities or property into which this Warrant 8(c)(v)(2) shall be exercisable following the occurrence of appropriately adjusted to reflect any change, termination or expiration of the events specified type described in subsection 2(aeither Sections 8(c)(v)(3) or (b) above8(c)(v)(4).

Adjustments. (a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock shall be paid in respect into a smaller number of shares or issue by reclassification of its outstanding shares of Common StockStock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Purchase Warrant Price in effect immediately prior to the date on which such subdivision or at change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the record date numerator of such dividend which shall simultaneously with be the effectiveness number of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect outstanding immediately prior to such combination shall, simultaneously with change and the effectiveness denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, change and (ii) the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined adjusted by dividing (i) an amount equal to multiplying the number of shares issuable Warrant Shares purchasable upon the exercise of this Warrant immediately prior to the date on which such adjustmentchange shall become effective by a fraction, multiplied by the Purchase numerator of which is shall be the Warrant Price in effect immediately prior to the date on which such adjustment, by (ii) change shall become effective and the Purchase denominator of which shall be the Warrant Price in effect immediately after giving effect to such adjustmentchange, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Company’s assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitation, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. (d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (e) In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant. (cf) When To the extent permitted by applicable law and the listing requirements of any adjustment stock market or exchange on which the Common Stock is required then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board shall have made a determination that such decrease would be made in the Purchase Pricebest interests of the Company, which determination shall be conclusive provided however, that the Warrant Price may not be decreased below the Market Price on the date of the execution of the Subscription Agreement. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall promptly mail provide written notice thereof to the Registered Holder a certificate setting forth Warrantholder at least five (5) days prior to the Purchase date the decreased Warrant Price after takes effect, and such adjustment notice shall state the decreased Warrant Price and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into period during which this Warrant shall it will be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveeffect.

Adjustments. (a) If outstanding shares When the Reverse Split is determined by the Board of Directors of HealthAxis as contemplated by Section 2.2(a)(v) hereof, each of the Company's Common Stock Exchange Ratio, the Series C Exchange Ratio, the Series D Exchange Ratio, the Series D-2 Exchange Ratio, the Series F Exchange Ratio, the Series C Warrant Exchange Ratio and the Series D Warrant Exchange Ratio (collectively, the “Exchange Ratios”) shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, adjusted to equal the Purchase Price rate determined by multiplying the applicable exchange ratio then in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into by a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing fraction: (i) an amount equal to the numerator of which is the number of shares issuable upon of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, after giving effect to the exercise of this Warrant Reverse Split but immediately prior to such adjustmentthe Effective Time, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after denominator of which is the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date hereof (or, if there has been a previous adjustment pursuant to this section, then the denominator will be the number of shares of HealthAxis Common Stock issued and outstanding and issuable on a fully-diluted basis, as of the date of such previous adjustment). (b) If there at any time during the period between the date of this Agreement and the Effective Time, any change in the BPOMS Common Stock, BPOMS Series A Preferred Stock, BPOMS Series B Preferred Stock, BPOMS Series C Preferred Stock, BPOMS Series D Preferred Stock, BPOMS Series D-2 Preferred Stock, BPOMS Series F Preferred Stock, HealthAxis Common Stock or HealthAxis Series B Preferred Stock shall occur by reason of any capital reorganization reclassification, recapitalization, stock dividend, stock split or reclassification combination (excluding the Reverse Split, unless and to the extent that the ratio of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so Reverse Split is revised from that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith originally authorized by the Board of Directors of HealthAxis as contemplated by Section 2.2(a)(v)), exchange or readjustment of shares, or any stock dividend thereon with the Company) record date during such period, then each of the Exchange Ratios shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantappropriately adjusted. (c) When If at any adjustment is required to be made in time during the Purchase Priceperiod between the date of this Agreement and the Effective Time, the Company HealthAxis shall promptly mail issue any additional shares of HealthAxis Common Stock or any other securities exercisable for or convertible into shares of HealthAxis Common Stock (excluding shares of HealthAxis Common Stock issuable pursuant to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock Reverse Split or shares or other securities issued pursuant to any reclassification, recapitalization, stock dividend, stock split, combination, exchange or property into which readjustment of shares referred to in paragraph (b) of this Warrant Section 3.6) then each of the Exchange Ratios shall be exercisable adjusted to equal the rate determined by multiplying the applicable exchange ratio then in effect by a fraction: (i) the numerator of which is the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, following the occurrence issuance of shares or other securities referred to in this paragraph (c), and (ii) the denominator of which is the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date hereof (or, if there has been a previous adjustment pursuant to this section, then the denominator will be the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date of such previous adjustment). (d) If at any time during the period between the date of this Agreement and the Effective Time, BPOMS shall issue any shares of BPOMS Common Stock or any other securities exercisable for or convertible into shares of BPOMS Common Stock (“BPOMS Convertible Preferred Stock”) (excluding shares and other securities issuable pursuant to the BPOMS Pre-Merger Steps or shares or other securities issuable pursuant to any reclassification, recapitalization, stock dividend, stock split, combination, exchange or readjustment of shares or any stock dividend referred to in paragraph (b) of this Section 3.6), then each of the Exchange Ratios shall be adjusted to equal the rate determined by multiplying the applicable exchange ratio then in effect by a fraction: (i) the numerator of which is the aggregate of the number of shares of BPOMS Common Stock and the number of shares of BPOMS Convertible Preferred Stock of all series issued and outstanding and issuable, on a fully-diluted basis, as of the date of this Agreement (or, if there has been a previous adjustment pursuant to this section, then the numerator will be the number of shares of BPOMS Common Stock and BPOMS Convertible Preferred Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date of such previous adjustment), and (ii) the denominator of which is the aggregate of the number of shares of BPOMS Common Stock and shares of BPOMS Convertible Preferred Stock of all series issued and outstanding and issuable on a fully-diluted basis after the issuance of shares or other securities referred to in this paragraph (d). (e) The adjustments provided for in this Section 3.6 are cumulative and shall apply to successive reclassifications, recapitalizations, stock dividends, stock splits, combinations, exchanges or readjustments of shares or issuances of shares or other securities (without duplication). (f) No adjustment to any of the events specified Exchange Ratios shall be required in subsection 2(aconnection with securities of HealthAxis or BPOMS issued pursuant to the exercise of any warrants, options or other rights which are outstanding as of the date of this Agreement or upon conversion of any convertible securities or exchange of any exchangeable securities outstanding as of the date of this Agreement. (g) or In addition to such adjustments to the Exchange Ratios, when the Reverse Split is determined by the Board of Directors of HealthAxis as contemplated by Section 2.2(a)(v) hereof, the provisions set out in the HealthAxis Series B Certificate of Designations with respect to (bi) abovethe particular number of HealthAxis Series B Preferred Shares in Section 1 of the Certificate and the VWAP in paragraph 2(b) of the Certificate, (ii) the number of HealthAxis Series B Preferred Shares in paragraphs 3(a) and 3(c) of the Certificate, (iii) the Liquidation Preference Amount per share in Section 4 of the Certificate, (iv) the Closing Bid Price referred to in paragraph 5(c) of the Certificate, (v) the Conversion Price in paragraph 5(d) of the Certificate, and (vi) the number of HealthAxis Series B Preferred Shares referred to in Section 9 of the Certificate, will be adjusted appropriately based on the Reverse Split.

Adjustments. Subject and pursuant to the provisions of this Section 8, the Exercise Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. (a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of capital stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Purchase Price in effect immediately prior to such combination shallCompany is the continuing corporation), simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Exercise Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of an Exercise Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustmentevent to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Company’s assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled to receive if, immediately prior to any issuable or payable in connection with such reorganization, reclassification, consolidation, merger or merger, sale, as the case may be, such Registered Holder had held transfer or other disposition with respect to or in exchange for a number of Warrant Shares equal to the number of shares of Common Stock which were then purchasable Warrant Shares issuable upon the exercise of this the Warrant. In , had the Warrant been exercised immediately prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitation, any provision for adjustment of the Purchase Exercise Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Warrantparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) When any adjustment is required to be made in the Purchase Price, In case the Company shall promptly mail fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Registered Holder a certificate setting forth Company is the Purchase continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Exercise Price to be in effect after such payment date shall be determined by multiplying the Exercise Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock (as determined pursuant to Section 3), less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. Such adjustment shall be made successively whenever such a payment date is fixed. (d) An adjustment shall become effective immediately after the payment date in the case of each dividend or distribution and setting forth immediately after the effective date of each other event which requires an adjustment. (e) In the event that, as a brief statement result of an adjustment made pursuant to Section 8(a), the holder of this Warrant shall become entitled to receive any shares of capital stock of the facts requiring Company other than shares of Common Stock, the number of such adjustment. Such certificate shall also set forth the kind and amount other shares so receivable upon exercise of stock or other securities or property into which this Warrant shall be exercisable following subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Warrant Shares contained in subsection 2(a) or (b) abovethis Warrant.

Adjustments. The number of and kind of securities purchasable upon exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time as follows: (a) If the Company shall, while this Warrant, or any portion hereof, remains outstanding and unexpired, subdivide or combine its capital stock, or issue additional shares of the Company's Common Stock shall be subdivided into a greater number of shares or its capital stock as a dividend in Common Stock shall be paid in with respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding any shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Priceits capital stock, the number of Warrant Shares purchasable upon shares issuable on the exercise of this Warrant shall forthwith be changed to proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the ease of a combination; provided that no adjustment in the number determined by dividing (i) of shares of Preferred Stock issuable upon exercise of this Warrant shall apply if the capital stock being split-up, combined or otherwise issued is common stock and results in an amount equal adjustment to be made to the number of shares issuable of common stock into which the Preferred Stock is convertible pursuant to the designation of rights, preferences and privileges of such Preferred Stock. Appropriate adjustments shall also be made to the Warrant Exercise Price payable per share, but the aggregate Warrant Exercise Price payable for the total number of shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 4(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the exercise making of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentdividend. (b) If there shall occur In case of any reclassification, capital reorganization reorganization, or reclassification change in the Preferred Stock of the Company's Common Stock Company (other than as a change in par value result of a subdivision, combination, or a subdivision or combination as stock dividend provided for in subsection 2(aSection 4(a) aboveand other than an event or right provided for in the designation of rights, preferences and privileges of the Preferred Stock), while this Warrant, or any consolidation or merger of the Company with or into another corporationportion hereof, or a transfer of all or substantially all of the assets of the Companyremains outstanding and unexpired, then, as part a condition of any such reclassification, reorganization, reclassification, consolidation, merger or sale, as the case may bechange, lawful provision shall be made made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Registered Holder of this Warrant shall have the right thereafter at any time prior to receive the Expiration Date to purchase, at a total price equal to that payable upon the due exercise hereof of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Preferred Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to the shares of stock or other securities and property deliverable upon exercise hereof and appropriate adjustments shall be made to the Warrant Exercise Price per share payable hereunder, provided the aggregate Warrant Exercise Price shall remain the same. (c) In case any time (i) any of the adjustments required by Section 4(a) or property 4(b) occur; (ii) the Company shall make any extraordinary distribution (other than regular cash dividends, interest and returns) to the holders of its capital stock; (iii) the Company shall offer for subscription pro rata to the holders of its capital stock any additional shares of stock of any class or other rights; or (iv)there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (x) the books of the Company shall close or a record shall be taken for such Registered Holder would have been entitled to receive ifdividend, immediately prior to any subdivision, combination, distribution, or subscription rights, or (y) such reorganization, reclassification, consolidationchange, merger dissolution, liquidation or salewinding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of capital stock of record shall participate in such dividend, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such casedistribution, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) combination or subscription rights, or shall be made entitled to exchange their capital stock for securities or other property deliverable upon such reorganization, reclassification, change, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least ten (10) calendar days prior to the action in question and not less than ten (10) calendar days prior to the applicable record date specified, or promptly in the application case of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as events for which there is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantno record date. (cd) When any adjustment is required to be made in the Purchase number or kind of shares purchasable upon exercise of the Warrant, or in the Warrant Exercise Price, the Company shall promptly mail to notify the Registered Holder a certificate setting forth the Purchase Price after of such adjustment event and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount number of stock shares of Preferred Stock or other securities or property into which thereafter purchasable upon exercise of this Warrant. In no event, during the term of this Warrant or upon the exercise of this Warrant, shall any adjustment be made in respect of cash dividends, interest or other returns on the Preferred Stock or other securities of the Company. (e) No fractional shares or scrip representing fractional shares shall be exercisable following issued upon the occurrence exercise of any this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the events specified Warrant Exercise Price then in subsection 2(a) or (b) aboveeffect.