Common use of Adjustments Clause in Contracts

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee him hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise purchase price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionAcquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b5(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, exercise the securities such Optionee he would have received if such Optionee he had exercised such Optionee’s his Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 95, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a5(a), (b) or (c) above as a result of owning such restricted Common Stockcommon stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock common stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee him hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise purchase price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionAcquisition, the board of directors Board of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b6(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, exercise the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 96, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a6(a), (b) or (c) above as a result of owning such restricted Common Stockcommon stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock common stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If at any time while any unexercised portion of the shares of Common Stock Option is outstanding there shall be subdivided any increase or combined into a greater or smaller decrease in the number of shares, respectively, issued and outstanding Shares through the declaration or if the Company shall issue any shares payment of its Common Stock as a stock dividend on its outstanding shares or resulting from a stock split, a recapitalization or a combination or exchange of Common StockShares, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and then appropriate adjustments adjustment shall be made in the exercise price number of Shares and the Exercise Price per share Share subject to reflect such subdivisionoutstanding portion of the Option, combination or stock dividend, as applicable;so that the same proportion of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate Exercise Price. (b) If The Committee may change the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors terms of any entity assuming the obligations outstanding portion of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable Option with respect to the outstanding shares of Common Stock of Exercise Price or the Company in connection with such acquisition number or (ii) terminate all Options in exchange for a cash payment equal Shares subject to the excess Option, or both, when, in its sole discretion, such adjustment becomes appropriate by reason of a corporate transaction (as defined in Treasury Regulation §1.424-1(a)(3)). Provided, however, any such change shall be made in accordance with the fair market value requirements of Treasury Regulation §1.409A-1(b)(v) for adjustments that do not cause the shares of Common Stock stock rights to become subject to such Options over the exercise price thereof;Code Section 409A. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as otherwise expressly provided herein, no the issuance by the Company of shares of Common Stock its capital stock of any class class, or securities convertible into shares of Common Stock capital stock of any class class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect toto the number of or Exercise Price of Shares then subject to any outstanding portion of the Option. (d) Without limiting the generality of the foregoing, the number existence of any unexercised outstanding portion of the Option shall not affect in any manner the right or exercise price power of shares subject the Company to Options. No adjustments shall be made for dividends make, authorize or consummate (1) any or all adjustments, recapitalizations, reorganizations or other distributions paid changes in cash the Company’s capital structure or in property other than securities its business; (2) any merger or consolidation of the Company; ; (e3) No fractional shares shall be issued and the Optionee shall receive from any issue by the Company cash based on of debt securities or preferred stock which would rank above the fair market value Shares subject to the outstanding Option; (4) the dissolution or liquidation of the shares Company; (5) any sale, transfer or assignment of Common Stock in lieu all or any part of such fractional shares; or (f) The Board the assets or business or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) Company; or (c6) above as any other corporate act or proceeding, whether of a result of owning such restricted Common Stock, such securities similar character or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardotherwise.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such the Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionentity, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such the Options by substituting on an equitable basis for the shares then subject to such the Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such the acquisition or consolidation; or (ii) terminate all the Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such the Options over the exercise price thereof;. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b8(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible or exercisable into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No With respect to shares issued in accordance with this Section 8, no fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 98, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a8(a), (b) or (c) above as a result of owning such restricted Common Stockholding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock Options stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon The Exercise Price and the occurrence number of any shares of Underlying Stock of the following events, the Optionee’s rights with respect to Options granted Company issuable pursuant to such Optionee hereunder shall be adjusted exercise is subject to adjustment as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the Company shall at any time declare a stock dividend or stock split on the outstanding shares of Common Stock in shares of its Common Stock, then the Exercise Price and number of shares of Underlying Stock shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares which if such Warrant had been exercised immediately prior to such time, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend. (b) In case the Company shall at any time subdivide or combine the outstanding shares of the Common Stock, the Exercise Price, initial or adjusted, in effect immediately prior to such subdivision or combination shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. (c) In case of any capital reorganization, sale of substantially all the assets of the Company, or any reclassification of the shares of Common Stock of the Company, or in case of any consolidation with or merger of the Company into or with another corporation, then as a part of such reorganization sale reclassification, consolidation or merger, as the case may be, provision shall be subdivided made so that the registered owner of the Warrant evidenced hereby shall have the right thereafter to receive upon the exercise thereof the kind and amount of shares of stock or combined into a greater other securities or smaller property which he would have been entitled to receive if immediately prior to such reorganization, reclassification, consolidation or merger, he had held the number of sharesshares of Underlying Stock which were then issuable upon the exercise of the Warrant evidenced hereby, respectivelyto the end that the provisions set forth (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, or if the Company shall issue as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of such Warrants. (d) If the Company at any time makes any spin-off, split-off, or distribution of assets upon or with respect to its Common Stock Stock, as a stock liquidating or partial liquidating dividend, spin-off, or by way of return of capital, or other than as dividend on its payable out of earnings or any surplus legally available for dividends, the Holder then outstanding shall, upon the exercise of the Warrant, receive, in addition to the shares of Common StockStock then issuable on exercise of the Warrant, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of the distributions) which would have been payable to such holder had he or she exercised the Warrant immediately prior to the record date for such distribution. (e) When any adjustment is required to be made to the Exercise Price, the number of shares of Common Stock deliverable issuable shall be determined as provided for in paragraph (f) hereof. No fractional shares of Common Stock shall be issued upon the exercise of the Options Warrant. The Company shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in round all fractional shares to the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;next whole share. (bf) If Whenever the Company Exercise Price is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as provided above, the board number of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Underlying Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options immediately prior to such recapitalization or reorganization; (d) Except as expressly provided hereinadjustment shall be increased, no issuance effective simultaneously with such adjustment, by the Company a number of shares of Common Stock computed by multiplying such number of any class or securities convertible into shares of Common Stock by a fraction, the numerator of any class shall affectwhich is the Exercise Price in effect immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment, and no adjustment the number of shares of Underlying Stock arrived at by reason thereof making said computation shall be made with respect to, added to the number or exercise price of shares subject of Underlying Stock immediately prior to Optionssuch adjustment. No adjustments The total number of shares arrived at by making the computation provided for in the immediately preceding sentence shall thereupon be made for dividends or other distributions paid in cash or in property other than securities the number of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board issuable upon exercise or the Successor Board Warrant and the Company shall forthwith determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardnew Exercise Price.

Adjustments. 8.1 The number of Performance Stock Units or PSU Shares may be adjusted by the Board of Directors from time to time (including on the basis of such advice as the Board of Directors considers appropriate, including, if considered appropriate by the Board of Directors, a certificate of the auditor of the Company) in accordance with the provisions set out in this Section 8 of this Agreement. Any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules will be conclusively determined by the Board of Directors, and any such determination will be binding on the Company, the Participant and all other affected parties. 8.2 Upon the occurrence of any one or more events involving the capital reorganization, reclassification, subdivision or consolidation of the capital stock of the Company, or of the merger, arrangement, amalgamation or other corporate combination of the Company with one or more other entities, or of any other events in which new securities of any nature are delivered in exchange for the issued Shares and such issued Shares are cancelled (which events are collectively referred to herein as "Fundamental Changes"), then following eventsthe vesting of the Performance Stock Units taking place after the Fundamental Changes, and in lieu of issuing the PSU Shares which, but for such Fundamental Changes and this provision, would have been issued following such vesting, the Optionee’s rights with respect Company or its successor shall instead issue such number of new securities as would have been delivered as a result of the Fundamental Changes in exchange for those PSU Shares which the Participant would have been entitled to Options granted receive if the Performance Stock Units had vested prior to such Optionee hereunder the occurrence of the Fundamental Changes. The Company shall be adjusted as hereinafter provided unless otherwise specifically provided not effect any Fundamental Changes which result in a written agreement between the Optionee and succession of the Company relating unless prior to or simultaneously with the consummation thereof, the entity succeeding the Company acknowledges in writing that it is bound by and will comply with this provision. 8.3 In the event that there is any change, other than as specified above in Section 8.2 of this Agreement, in the number or kind of outstanding Shares or of any securities into which such Options: (a) If the shares of Common Stock Shares shall be subdivided have been changed or combined into a greater or smaller number of sharesfor which they shall have been exchanged, respectivelythen, or if the Company shall issue any shares Board of Directors, in its Common Stock as a stock dividend on its outstanding shares of Common Stocksole discretion, determines that such change equitably requires an adjustment to be made in the number or kind of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionatelyPSU Shares, and appropriate adjustments then an equitable adjustment shall be made in the exercise price per share to reflect number or kind of PSU Shares, and such subdivision, combination adjustment shall be made by the Board of Directors and be effective and binding for all purposes. 8.4 No adjustment or stock dividend, as applicable; (b) If substitution provided for in this Section 8 of this Agreement shall require the Company is to be consolidated with issue a fractional share in respect of the Performance Stock Units. 8.5 The grant of the Performance Stock Units shall not affect in any way the right or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations power of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation to effect adjustments, reclassifications, reorganizations, arrangements or changes of such Options by substituting on an equitable basis for the shares then subject its capital or business structure, or to such Options the consideration payable with respect amalgamate, merge, consolidate, dissolve or liquidate, or to the outstanding shares sell or transfer all or any part of Common Stock of the Company in connection with such acquisition its business or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardassets.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: A. If (ai) If the shares of Common Stock the Company's common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding common stock, or (ii) additional shares or new or different shares or other securities of the Company or non-cash assets are distributed with respect to such shares of Common Stockcommon stock, the number of shares Shares of Common Stock common stock deliverable upon the exercise of the Options shall such Option may be appropriately increased or decreased proportionately, and appropriate adjustments shall may be made in the exercise purchase price per share to reflect such subdivision, combination or stock dividend, as applicable;events. (b) B. If the Company is to be consolidated with or acquired by another entity pursuant to in a merger, sale of all or substantially all of the Company's assets or otherwise (an acquisition"Acquisition"), the board of directors of the Company or of any entity assuming the obligations of the Company hereunder (the “"Successor Board”") shall shall, either (i) make appropriate provision for the continuation of such Options the Option by substituting on an equitable basis for the shares Shares then subject to such Options the Option either the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Optionee, provide that the Option must be exercised within a specified number of days of the date of such notice, at the end of which period the Option shall terminate; or (iii) terminate all Options the Option in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock Shares subject to such Options the Option, as determined in good faith by the Company's board of directors or the Successor Board, over the exercise price thereof;. For purposes of this Subparagraph, in the event of an Acquisition, the Option shall be made fully exercisable. (c) C. In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) Subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options Option shall be entitled to receive for the purchase price paid upon such exercise, exercise the securities such Optionee which would have been received if such Optionee Option had been exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein. In addition, no issuance by in the event that the outstanding shares of common stock of the Company are surrendered and extinguished in connection with the merger of the Company into a parent corporation incorporated under the laws of Delaware in order to effectuate a reincorporation of the Company from Connecticut to Delaware ("Reincorporation"), this option shall automatically become exercisable for an equal number of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities common stock of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardDelaware corporation.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such the Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionentity, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such the Options by substituting on an equitable basis for the shares then subject to such underlying the Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such the acquisition or consolidation; or (ii) terminate all the Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such the Options over the exercise price thereof;. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b8(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible or exercisable into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No With respect to shares issued in accordance with this Section 8, no fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 98, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a8(a), (b) or (c) above as a result of owning such restricted Common Stockholding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock Options stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee him hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors Board of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee he would have received if such Optionee he had exercised such Optionee’s his Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stockcommon stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock common stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors Board of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such underlying the Options over the exercise price thereof;. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to underlying the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No Under this Section 9, no fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stockcommon stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock common stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common The Series A Stock Option and Series A Stock Tandem SARs shall be subdivided or combined into a greater or smaller number of sharessubject to adjustment (including, respectivelywithout limitation, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, to the number of shares of Common Series A Stock deliverable upon Option Shares and the exercise Series A Stock Option Price per share) in the sole discretion of the Options shall be appropriately increased or decreased proportionately, Board and appropriate adjustments shall be made in such manner as the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;Board may deem equitable and appropriate. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization any Approved Transaction, Board Change or reorganization of Control Purchase, the Company (other than a transaction described Series A Stock Option and all Series A Stock Tandem SARs shall become exercisable in Section 9(b) above) pursuant full without regard to which securities of the Company or of another corporation are issued with respect paragraph 5(a); provided, however, that to the outstanding shares of Common Stock, extent not theretofore exercised the Optionee upon exercising the Options Series A Stock Option and all Series A Stock Tandem SARs shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issuedterminate, unless otherwise determined by the Board, upon the first to occur of the consummation of the Approved Transaction, the expiration of the Series A Stock Option Term or the earlier termination of the Series A Stock Option and Series A Stock Tandem SARs pursuant to paragraph 9 hereof. Notwithstanding the foregoing, the Board may, in its discretion, determine that the Series A Stock Option and Series A Stock Tandem SARs will not become exercisable on an accelerated basis in connection with an Approved Transaction and/or will not terminate if not exercised prior to consummation of the Approved Transaction, if the Board or the Successor surviving or acquiring corporation, as the case may be, shall have taken or made effective provision for the taking of such action as in the opinion of the Board is equitable and appropriate to substitute a new award for the Award evidenced by this Agreement or to assume this Agreement and the Award evidenced hereby and in order to make such new award or assumed Award, as nearly as may be practicable, equivalent to the Award evidenced by this Agreement as then in effect (but before giving effect to any acceleration of the exercisability hereof unless otherwise determined by the Board), taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the Series A Stock may be changed, converted or exchanged in connection with the Approved Transaction.

Adjustments. Upon 3.6.1 Adjustments will be made to (i) the occurrence of any Exercise Price of the Options, and/or (ii) the number of Common Shares delivered to the Optionholder upon exercise of the Options in the following eventsevents and manner, the Optionee’s rights with respect subject to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee any required regulatory approvals and the Company relating right of the Board to make such Optionsother or additional adjustments, or to make no adjustments at all, as the Board considers to be appropriate in the circumstances: (a) If upon (i) a subdivision of the shares of Common Stock shall be subdivided or combined Shares into a greater or smaller number of sharesCommon Shares, respectively, (ii) a consolidation of the Common Shares into a lesser number of Common Shares or if (iii) the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares to holders of the Common StockShares (excluding a stock dividend paid in lieu of a cash dividend in the ordinary course), the Exercise Price will be adjusted accordingly and the Corporation will deliver upon exercise of the Options, in addition to or in lieu of the number of shares Optioned Shares in respect of which the right to purchase is being exercised, such greater or lesser number of Common Stock deliverable upon Shares as result from the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination consolidation or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either upon (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock a capital reorganization, reclassification or change of the Company in connection with such acquisition or Common Shares, (ii) terminate all Options in exchange for a cash payment equal to the excess consolidation, amalgamation, arrangement or other form of business combination of the fair market value Corporation with another person or corporation or (iii) a sale, lease or exchange of all or substantially all of the property of the Corporation, the Exercise Price will be adjusted accordingly and the Corporation will deliver upon exercise of the Options, in lieu of the Optioned Shares in respect of which the right to purchase is being exercised, the kind and amount of shares of Common Stock subject to or other securities or property as results from such Options over the exercise price thereofevent; (c) In upon the event of a recapitalization or reorganization distribution by the Corporation to holders of the Company Common Shares of (i) shares of any class (whether of the Corporation or another corporation) other than Common Shares, (ii) rights, options or warrants, (iii) evidences of indebtedness or (iv) cash (excluding a transaction described cash dividend paid in Section 9(b) above) pursuant the ordinary course), securities or other property or assets, the Exercise Price will be adjusted accordingly but no adjustment will be made to which securities the number of Optioned Shares to be delivered upon exercise of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganizationOptions; (d) Except as expressly provided herein, no issuance by adjustments to the Company Exercise Price of shares the Options will be rounded up to the nearest one cent and adjustments to the number of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, Shares delivered to the number or Optionholder upon exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;Options will be rounded down to the nearest whole Common Share; and (e) No fractional shares shall be issued an adjustment will take effect at the time of the event giving rise to the adjustment, and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock adjustments provided for in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardare cumulative.

Adjustments. Upon Notwithstanding anything to the occurrence contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirements of Law: (i) That Defaulting Lender’s right to approve or disapprove any of the following eventsamendment, the Optionee’s rights waiver or consent with respect to Options granted to such Optionee hereunder this Agreement or any other Loan Document shall be adjusted restricted as hereinafter provided unless otherwise specifically provided set forth in a written agreement between the Optionee definition of “Required Lenders” and the Company relating to such Options:Section 10.01. (aii) If Any payment of principal, interest, fees or other amounts received by the shares Administrative Agent for the account of Common Stock that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be subdivided applied at such time or combined into a greater or smaller number of sharestimes as may be determined by the Administrative Agent as follows: first, respectively, or if to the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors payment of any entity assuming amounts owing by that Defaulting Lender to the obligations Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the outstanding shares Parent Borrower may request (so long as no Event of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal Default exists), to the excess funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the fair market value Administrative Agent; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) Cash Collateralize the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the outstanding shares payment of Common Stockany amounts owing to the Lenders, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization L/C Issuers or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above Swing Line Lender as a result of owning any judgment of a court of competent jurisdiction obtained by any Lender, L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such restricted Common Stockpayment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or the related Letters of Credit were made at a time when the conditions set forth in Section 4.01(i) or (k) were satisfied or waived, such securities or cash payment shall be subject applied solely to pay the Loans of, and L/C Obligations owed to, all of the conditions and restrictions applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the restricted Common Stock with respect to which payment of any Loans of, or L/C Obligations owed to, that Defaulting Lender until such securities or cash were issued, unless otherwise determined time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Board Lenders pro-rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or the Successor Boardother amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender shall not be entitled to any fee pursuant to Section 2.09(d) for any period during which that Lender is a Defaulting Lender.

Adjustments. Upon Notwithstanding anything to the occurrence contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Requirements of Law: (i) That Defaulting Lender’s right to approve or disapprove any of the following eventsamendment, the Optionee’s rights waiver or consent with respect to Options granted to such Optionee hereunder this Agreement or any other Loan Document shall be adjusted restricted as hereinafter provided unless otherwise specifically provided set forth in a written agreement between the Optionee definition of “Required Lenders” and the Company relating to such Options:Section 10.01. (aii) If Any payment of principal, interest, fees or other amounts received by the shares Administrative Agent for the account of Common Stock that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be subdivided applied at such time or combined into a greater or smaller number of sharestimes as may be determined by the Administrative Agent as follows: first, respectively, or if to the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors payment of any entity assuming amounts owing by that Defaulting Lender to the obligations Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the outstanding shares Parent Borrower may request (so long as no Event of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal Default exists), to the excess funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the fair market value Administrative Agent; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) Cash Collateralize the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the outstanding shares payment of Common Stockany amounts owing to the Lenders, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization L/C Issuers or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above Swing Line Lender as a result of owning any judgment of a court of competent jurisdiction obtained by any Lender, L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such restricted Common Stockpayment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or the related Letters of Credit were made at a time when the conditions set forth in Section 4.01(j) or (k) were satisfied or waived, such securities or cash payment shall be subject applied solely to pay the Loans of, and L/C Obligations owed to, all of the conditions and restrictions applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the restricted Common Stock with respect to which payment of any Loans of, or L/C Obligations owed to, that Defaulting Lender until such securities or cash were issued, unless otherwise determined time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Board Lenders pro-rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or the Successor Boardother amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) That Defaulting Lender shall not be entitled to any fee pursuant to Section 2.09(d) for any period during which that Lender is a Defaulting Lender.

Adjustments. Upon The Exercise Price and the occurrence number of any shares of Underlying Stock of the following events, the Optionee’s rights with respect to Options granted Corporation issuable pursuant to such Optionee hereunder shall be adjusted exercise is subject to adjustment as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the Corporation shall at any time declare a stock dividend or stock split on the outstanding shares of Common Stock in shares of its Common Stock, then the Exercise Price and number of shares of Underlying Stock shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares which if such Warrant had been exercised immediately prior to such time, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend. (b) In any case the Corporation shall at any time subdivide or combine the outstanding shares of the Common Stock, the Exercise Price, initial or adjusted, in effect immediately prior to such subdivision or combination shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. (c) In case of any capital reorganization, sale of substantially all the assets of the Corporation, or any reclassification of the shares of Common Stock of the Corporation, or in case of any consolidation with or merger of the Corporation into or with another corporation, then as a part of such reorganization sale reclassification, consolidation or merger, as the case may be, provision shall be subdivided made so that the registered owner of the Warrant evidenced hereby shall have the right thereafter to receive upon the exercise thereof the kind and amount of shares of stock or combined into a greater other securities or smaller property which he would have been entitled to receive if immediately prior to such reorganization, reclassification, consolidation or merger, he had held the number of sharesshares of Underlying Stock which were then issuable upon the exercise of the Warrant evidenced hereby, respectivelyto the end that the provisions set forth (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, or if the Company shall issue as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of such Warrants. (d) If the Corporation at any time makes any spin-off, split-off, or distribution of assets upon or with respect to its Common Stock Stock, as a stock liquidating or partial liquidating dividend, spin-off, or by way of return of capital, or other than as dividend on its payable out of earnings or any surplus legally available for dividends under the laws of the State of Nevada, the holder of each Warrant then outstanding shall, upon the exercise of the Warrant, receive, in addition to the shares of Common StockStock then issuable on exercise of the Warrant, the amount of such assets (or, at the option of the Corporation, a sum equal to the value thereof at the time of the distributions) which would have been payable to such holder had he or she exercised the Warrant immediately prior to the record date for such distribution. (e) When any adjustment is required to be made to the Exercise Price, the number of shares of Common Stock deliverable issuable shall be determined as provided for in paragraph (f) hereof. No fractional shares of Common Stock shall be issued upon the exercise of the Options Warrant. The Corporation shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in round all fractional shares to the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;next whole share. (bf) If Whenever the Company Exercise Price is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as provided above, the board number of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Underlying Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options immediately prior to such recapitalization or reorganization; (d) Except as expressly provided hereinadjustment shall be increased, no issuance effective simultaneously with such adjustment, by the Company a number of shares of Common Stock computed by multiplying such number of any class or securities convertible into shares of Common Stock by a fraction, the numerator of any class shall affectwhich is the Exercise Price in effect immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment, and no adjustment the number of shares of Underlying Stock arrived at by reason thereof making said computation shall be made with respect to, added to the number or exercise price of shares subject of Underlying Stock immediately prior to Optionssuch adjustment. No adjustments The total number of shares arrived at by making the computation provided for in the immediately preceding sentence shall thereupon be made for dividends or other distributions paid in cash or in property other than securities the number of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board issuable upon exercise or the Successor Board Warrant and the Corporation shall forthwith determine the specific adjustments to be made under this Section 9new Exercise Price, and its determination shall be conclusive. If (a) prepare a statement describing in reasonable detail the Optionee receives securities or cash method used in connection with a corporate transaction described in Section 9(a), arriving at the new Exercise Price; and (b) or (c) above as cause a result copy of owning such restricted Common Stock, such securities or cash shall statement to be subject to all of the conditions and restrictions applicable mailed to the restricted Common Stock with respect Holder within twenty (20) days after the date when the circumstance giving rise to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardadjustments occurred.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the Company hereafter (i) declares a distribution on its shares in shares, (ii) splits its outstanding shares, (iii) combines its outstanding shares into a smaller number of securities or (iv) issues any shares or other securities by reclassification of its shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the purchase price in effect at the time of the record date for such 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 by a fraction, the denominator of which shall be the number of shares outstanding immediately after giving effect to such action, and the numerator of which shall be the number of shares outstanding immediately prior to such action. Whenever the purchase price payable upon exercise of the ISO is adjusted pursuant to the preceding sentence above, the number of shares purchasable upon exercise of the ISO shall simultaneously be adjusted by multiplying the number of shares issuable upon exercise of the ISO immediately prior to the event which causes the adjustment by the purchase price in effect immediately prior to the event which causes the adjustment and dividing the product so obtained by the purchase price, as adjusted. Such adjustments shall be made successively whenever any event listed above shall occur. (b) If, at any time, as a result of an adjustment made pursuant to paragraph 7(a) above, the Holder shall become entitled to receive any securities of the Company other than shares, the number of such other securities so receivable upon exercise of the ISO shall thereafter 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 shares contained in paragraph 7(a) above. (c) If any other event contemplated in Section 10(a) of the Plan occurs, adjustments to the number and kind of shares subject to this ISO and/or to the purchase price for each share subject to this ISO may be made in accordance with Section 10(a) of the Plan. (d) No adjustments shall be made under this Section 7 that would have the effect of modifying this ISO under Internal Revenue Code §§ 422 or 424. (e) Whenever the purchase price or the number of shares is adjusted, as herein provided, H▇▇▇▇▇ shall within 10 business days of the event causing such adjustment give a notice setting forth the adjusted purchase price and adjusted number of shares issuable upon exercise of the ISO to be mailed to the Holder. (f) Notwithstanding anything else herein to the contrary, upon the occurrence of a change in control (as defined in (g) below), the option or any portion thereof not theretofore exercisable, shall immediately become exercisable in its entirety and the option (being the option to purchase shares of Common Stock shall subject to the applicable provisions of the Plan and awarded in accordance with the Plan in terms of section 1 above) may, with the consent of Holder, be subdivided or combined into a greater or smaller number of shares, respectively, or if purchased by the Company shall issue any shares for cash at a price equal to the fair market value (as defined in 7(g) below) less the purchase price payable by Holder to exercise the option as set out in Article 1 above for one (1) share of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the Company multiplied by the number of shares of Common Stock deliverable upon which Holder has the exercise option to purchase in terms of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;Article 1 above. (bg) If For the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board purposes of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.agreement

Adjustments. Upon In addition to the occurrence adjustment to the total number of any shares of Common Stock purchasable upon exercise of the following eventsOption pursuant to Section 1(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of shares of Common Stock purchasable upon the exercise hereof and the Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the Option shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchas able upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock issued and outstanding immediately after the consummation of any class or securities convertible into such change; and (b) Whenever the number of shares of Common Stock of any class shall affectpurchasable upon exercise hereof is adjusted as provided in this Section 7, and no adjustment by reason thereof the Option Price shall be made with respect toadjusted by multiplying the Option Price by a fraction, the numerator of which is equal to the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable purchasable prior to the restricted adjustment and the denominator of which is equal to the number of shares of Common Stock with respect to which such securities or cash were issued, unless otherwise determined by purchasable after the Board or the Successor Boardadjustment.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the Company hereafter (i) declares a distribution on its shares of Common Stock shall be subdivided or combined in shares, (ii) splits its outstanding shares, (iii) combines its outstanding shares into a greater or smaller number of shares, respectively, securities or if (iv) issues any shares or other securities by reclassification of its shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the purchase price in effect at the time of the record date for such distribution or the effective date of such subdivision, combination or reclassification shall issue any be adjusted so that it shall equal the price determined by multiplying the purchase price by a fraction, the denominator of which shall be the number of shares outstanding immediately after giving effect to such action, and the numerator of its Common Stock as a stock dividend on its which shall be the number of shares outstanding shares immediately prior to such action. Whenever the purchase price payable upon exercise of Common Stockthe ISO is adjusted pursuant to the preceding sentence above, the number of shares of Common Stock deliverable purchasable upon the exercise of the Options ISO shall simultaneously be appropriately increased or decreased proportionatelyadjusted by multiplying the number of shares issuable upon exercise of the ISO immediately prior to the event which causes the adjustment by the purchase price in effect immediately prior to the event which causes the adjustment and dividing the product so obtained by the purchase price, and appropriate as adjusted. Such adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;successively whenever any event listed above shall occur. (b) If the Company is to be consolidated with or acquired by another entity If, at any time, as a result of an adjustment made pursuant to an acquisitionparagraph 7(a) above, the board of directors of Holder shall become entitled to receive any entity assuming the obligations securities of the Company hereunder (other than shares, the “Successor Board”) shall either (i) make appropriate provision for the continuation number of such Options by substituting on an equitable basis for other securities so receivable upon exercise of the shares then ISO shall thereafter be subject to such Options adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the consideration payable provisions with respect to the outstanding shares of Common Stock of the Company contained in connection with such acquisition or (iiparagraph 7(a) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;above. (c) In the If any other event of a recapitalization or reorganization contemplated in Section 10(a) of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect Plan occurs, adjustments to the outstanding number and kind of shares of Common Stock, the Optionee upon exercising the Options shall be entitled subject to receive for this ISO and/or to the purchase price paid upon such exercise, for each share subject to this ISO may be made in accordance with Section 10(a) of the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;Plan. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends under this Section 7 that would have the effect of modifying this ISO under Internal Revenue Code ▇▇.▇▇. 422 or other distributions paid in cash or in property other than securities of the Company; 424. (e) No fractional Whenever the purchase price or the number of shares is adjusted, as herein provided, ▇▇▇▇▇▇ shall be issued and the Optionee shall receive from the Company cash based on the fair market value within 10 business days of the event causing such adjustment give a notice setting forth the adjusted purchase price and adjusted number of shares issuable upon exercise of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments ISO to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable mailed to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardHolder.

Adjustments. Upon the occurrence of any of the following eventsevents at any time after the Award Date, the OptioneeHolder’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee Holder and the Company relating to such the Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Vested Options shall be equitably and appropriately increased or decreased proportionately, and appropriate and equitable adjustments shall be made in the exercise price Exercise Price per share to reflect such subdivision, combination subdivision or stock dividend, as applicable;combination. (b) If the Company is to be merged or consolidated with or is acquired by another entity pursuant to (an acquisition“Acquisition”), the board Acquisition agreement shall provide that the Options shall be assumed by the surviving entity and the Exercise Price and number of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) Options shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;be equitably adjusted. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b) above6(b)) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee Holder upon exercising the Vested Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee the Holder would have received if such Optionee the Holder had exercised such Optionee’s the Vested Options prior to such recapitalization or reorganization; (d) . Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible or exercisable into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No securities. With respect to shares issued in accordance with this Section 6, no fractional shares shall be issued and the Optionee Holder shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; orshares or the Company shall round to the nearest whole share of Common Stock, as determined by the Board. (fd) The Board or the Successor successor Board of Directors of any surviving or ongoing entity in an Acquisition, as applicable, shall determine the specific adjustments to be made under this Section 96, and its determination shall be conclusive. If the Optionee Holder receives securities or cash in connection with a corporate transaction described in this Section 9(a), (b) or (c) 6 above as a result of owning such restricted Common Stockholding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock Options with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor successor Board.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any shares of Common Stock purchasable upon exercise of the following eventsOption pursuant to Section 1(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of shares of Common Stock purchasable upon the exercise of the Option and the Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the Option shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchasable upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable, and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock issued and outstanding immediately after the consummation of any class or securities convertible into such change. (b) Whenever the number of shares of Common Stock purchasable upon exercise of any class shall affectthe Option is adjusted as provided in this Section 7, and no adjustment by reason thereof the Option Price shall be made with respect toadjusted by multiplying the Option Price by a fraction, the numerator of which is equal to the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable purchasable prior to the restricted adjustment and the denominator of which is equal to the number of shares of Common Stock with respect to which such securities or cash were issued, unless otherwise determined by purchasable after the Board or the Successor Boardadjustment.

Adjustments. Upon the occurrence of any of the following eventsan Event (as defined below), the Optionee’s rights Committee shall make adjustments as it deems appropriate in the number and kind of securities or other consideration that may become payable with respect to Options granted the Award. If an Event shall occur and the Award has not been fully vested and paid upon such Event or prior thereto, the Award may become payable in securities or other consideration (the “Restricted Property”) rather than in the Common Stock otherwise payable in respect of the Award. Such Restricted Property shall become payable at the times set forth in Section 4 above or such earlier time as the Committee may authorize pursuant to Section 8 below. Notwithstanding the foregoing, to the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such Optionee hereunder shall be adjusted cash (with earnings attributable thereto as hereinafter provided unless otherwise specifically provided if such amount had been invested, pursuant to policies established by the Committee, in interest bearing, FDIC insured (subject to applicable insurance limits) deposits of a written agreement between depository institution selected by the Optionee Committee) at such times and in such proportions as the Company relating to such Options: (a) If Award becomes payable in accordance with Section 4 above. Notwithstanding the shares of foregoing, the Award and any Common Stock or other securities or property payable in respect of the Award shall continue to be subdivided subject to proportionate and equitable adjustments (if any) under this Section 7 consistent with the effect of such events on stockholders generally, as the Committee determines to be necessary or combined into a greater or smaller number of sharesappropriate, respectivelyand in the number, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number kind and/or character of shares of Common Stock deliverable upon or other securities, property and/or rights payable in respect of Stock Units granted under the exercise Plan. All rights of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company Grantee hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then are subject to such Options the consideration payable with respect to the outstanding shares those adjustments. For purposes of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockthis Award Agreement, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.“

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee him hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise purchase price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionAcquisition, the board of directors Board of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b6(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, exercise the securities such Optionee he would have received if such Optionee he had exercised such the Optionee’s Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 96, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a6(a), (b) or (c) above as a result of owning such restricted Common Stockcommon stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock common stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon If Executive receives reduced payments and benefits under this Section 8 is determined not to be applicable to Executive because the occurrence Accountants conclude that Executive is not subject to any Excise Tax and it is established pursuant to a final determination of any a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee Executive and the Company relating in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to Executive or for his benefit are in an amount that would result in Executive being subject an Excise Tax, then the amount equal to such Options: (a) If the shares of Common Stock excess parachute payments shall be subdivided or combined into deemed for all purposes to be a loan to Executive made on the date of receipt of such excess payments, which Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by Executive. If this Section 8 is not applied to reduce Executive's entitlements because the Accountants determine that Executive would not receive a greater net-after tax benefit by applying this Section 8 and it is established pursuant to a Final Determination that, notwithstanding the good faith of Executive and the Company in applying the terms of this Agreement, Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to Executive or smaller number for his benefit in excess of sharesthe Payment Cap shall be deemed for all purposes a loan to Executive made on the date of receipt of such excess payments, respectivelywhich Executive shall have an obligation to repay to the Company on demand, or if together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by Executive. If Executive receives reduced payments and benefits by reason of this Section 8 and it is established pursuant to a Final Determination that Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall issue any shares of its Common Stock promptly thereafter pay Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise defined in Section 1274(d) of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in Code) from the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect original payment due date to the outstanding shares date of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash actual payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee The Exercise Price and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock purchasable hereunder are subject to adjustment from time to time as follows: (a) If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, (iii) an offering of Common Stock or any other securities pro rata among the shareholders, or (iv) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a Holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the Options per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be appropriately increased or decreased proportionatelydetermined in good faith by the independent members of the Company's Board of Directors. In all events, and appropriate adjustments adjustment (as determined in good faith by the independent members of the Company's Board of Directors) shall be made in the exercise price per share application of the provisions of this Warrant with respect to reflect such subdivisionthe rights and interests of the Holder after the transaction, combination or stock dividendto the end that the provisions of this Warrant shall be applicable after that event, as applicable;near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. (b) If the Company is Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or otherwise, shall change any of the securities as to be consolidated with which purchase rights under this Warrant exist into the same or acquired by another entity pursuant to an acquisition, the board a different number of directors securities of any entity assuming other class or classes, this Warrant shall thereafter represent the obligations right to acquire such number and kind of securities as would have been issuable as the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation result of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable change with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal securities that were subject to the excess of purchase rights under this Warrant immediately prior to such reclassification or other change and the fair market value of the shares of Common Stock Exercise Price therefor shall be appropriately adjusted, all subject to such Options over the exercise price thereof;further adjustment as provided in this Section 11. (c) In the event of a recapitalization or reorganization of If the Company (other than a transaction described in Section 9(b) above) pursuant at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stocksame class, the Optionee upon exercising the Options Exercise Price for such securities shall be entitled to receive for proportionately decreased in the purchase price paid upon such exercise, case of a split or subdivision or proportionately increased in the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;case of a combination. (d) Except If while this Warrant, or any portion thereof, remains outstanding and unexpired, the holders of the securities as expressly provided hereinto which purchase rights under this Warrant exist at the time shall have received, no issuance by or, on or after the record date fixed for the determination of eligible Stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of Common Stock the security receivable upon exercise of this Warrant, and without payment of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect toadditional consideration therefor, the number amount of such other or exercise price of shares subject to Options. No adjustments shall be made for dividends additional stock or other distributions paid in cash securities or in property (other than securities cash) of the Company;Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 11. (e) No fractional Upon the occurrence of each adjustment or readjustment pursuant to this Section 11, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request, at any time, of any such Holder, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the number of shares shall be issued and the Optionee shall receive from amount, if any, of other property that at the Company cash based on time would be received upon the fair market value exercise of the shares of Common Stock in lieu of such fractional shares; orWarrant. (f) The Board Company will not, by any voluntary action, avoid or seek to avoid the Successor Board shall determine observance or performance of any of the specific adjustments terms to be made under observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 9, 11 and its determination shall in the taking of all such actions as may be conclusive. If necessary or appropriate in order to protect the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all rights of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardHolders of this Warrant against impairment.

Adjustments. Upon the occurrence of any of the following events, the OptioneeHolder’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee Holder and the Company relating to such the Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Vested Options which have not been exercised as of such time shall be equitably and appropriately increased or decreased proportionately, and appropriate and equitable adjustments shall be made in the exercise price Exercise Price per share to reflect such subdivision, combination or stock share dividend. By way of example and not limitation, as applicable;in the event that after the Award Date the Company completes a 2 for 1 forward split of the Common Stock, wherein each share of Common Stock is divided into two shares of Common Stock, the number of remaining unexercised Options shall be increased by 100% and the then-applicable Exercise Price shall be reduced by 50%. (b) If the Company is to be merged or consolidated with or is acquired by another entity pursuant to (any, an acquisition“Acquisition”), the board Acquisition agreement shall provide that the Options shall be assumed by the surviving entity and the Exercise Prices and number of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) Options shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;be equitably adjusted. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b) above7(b)) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee Holder upon exercising the Vested Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee the Holder would have received if such Optionee the Holder had exercised such Optionee’s the Vested Options prior to such recapitalization or reorganization; (d) . Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible or exercisable into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No securities). With respect to shares issued in accordance with this Section 7, no fractional shares shall be issued and the Optionee Holder shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; orshares or the Company shall round to the nearest whole share of Common Stock, as determined by the Board. (fd) The Board or the Successor successor Board of Directors shall determine the specific adjustments to be made under this Section 97, and its determination shall be conclusive. If the Optionee Holder receives securities or cash in connection with a corporate transaction described in this Section 9(a), (b) or (c) 7 above as a result of owning such restricted Common Stockholding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock Options with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor successor Board.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any shares of Common Stock purchasable upon exercise of the following eventsOption pursuant to Section 1(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of shares of Common Stock purchasable upon the exercise hereof and the Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the Option shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchasable upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock issued and outstanding immediately after the consummation of any class or securities convertible into such change; and (b) Whenever the number of shares of Common Stock of any class shall affectpurchasable upon exercise hereof is adjusted as provided in this Section 7, and no adjustment by reason thereof the Option Price shall be made with respect toadjusted by multiplying the Option Price by a fraction, the numerator of which is equal to the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable purchasable upon exercise hereof immediately prior to the restricted adjustment and the denominator of which is equal to the number of shares of Common Stock with respect to which such securities or cash were issued, unless otherwise determined by purchasable upon exercise hereof immediately after the Board or the Successor Boardadjustment.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s 's rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “"Successor Board”") shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s 's Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon The above provisions are, however, subject to the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollowing: (a) If The Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Exercise Price, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant to this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) Except for (i) shares of capital stock of the Company issued to employees, directors, advisors and consultants of the Company, vendors and other similar persons to whom the Company owes money, (ii) options and warrants granted to employees, directors, advisors and consultants of the Company, (iii) shares of Common Stock shall be subdivided or combined into a greater or smaller number of sharesthe Company issuable upon the exercise of options and warrants granted to employees, respectivelydirectors, or advisors and consultants, (iv) shares of Common Stock issuable upon the exercise of all currently outstanding warrants and other convertible securities and (v) shares of capital stock issuable upon the conversion of all currently outstanding shares of preferred stock of the Company, if the Company shall issue or sell any shares of its Common Stock as during the next twelve months for a stock dividend on its outstanding shares consideration per share less than $0.50, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of Common Stock, (1) the number of shares of Common Stock deliverable outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (2) the consideration, if any, received by the Company upon such issue or sale by (B) an amount equal to the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (2) the number of shares of Common Stock thus issued or sold. (c) For the purposes of paragraph (b), the following provisions (i) to (vi), inclusive, shall also be applicable: (i) In case at any time the Company shall grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any obligations, stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share at which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (A) the Options total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, plus, in the case of such rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be appropriately increased less than the Exercise Price in effect immediately prior to the time of the granting of such rights or decreased proportionatelyoptions, and appropriate then the total maximum number of shares of Common Stock issuable upon the exercise of rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share. Except as provided in paragraph (f) below, no further adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (ii) In case the Company shall issue or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the exercise rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to reflect the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such subdivisionConvertible Securities) shall be less than the Exercise Price in effect immediately prior to the time of such issue or sale, combination then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, provided that (x) except as provided in paragraph (f) below, no further adjustments of the Exercise Price shall be made upon the actual issue of such shares of Common Stock upon conversion or exchange of such Convertible Securities, and (y) if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Exercise Price have been or are to be made pursuant to other provisions of this paragraph (c), no further adjustment of the Exercise Price shall be made by reason of such issue or sale. (iii) In case the Company shall declare a dividend or make any other distribution upon any stock dividendof the Company payable in Common Stock or Convertible Securities, or in any rights or options to purchase any Common Stock or Convertible Securities, any Common Stock or Convertible Securities, or any such rights or options, as applicable;the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. (biv) If In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be consolidated with or acquired the fair value as determined by another entity pursuant to an acquisition, the board Board of directors of any entity assuming the obligations Directors of the Company hereunder of such portion of the assets and business of the non-surviving corporation or corporations as such Board shall have determined to be attributable to such shares of Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any other corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise immediately prior to such merger, consolidation or sale, for purposes of paragraph (f) below, shall be made after giving effect to such adjustment of the “Successor Board”Exercise Price. (v) In case the Company shall either (i) make appropriate provision take a record of the holders of its Common Stock for the continuation purpose of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock or in Convertible Securities, or in any rights or options to purchase any shares of Common Stock or Convertible Securities, or (B) to subscribe for or purchase shares of Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such Options dividend or the making of such other distribution or the date of the granting of such rights of subscription or purchase, as the case may be. (vi) The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by substituting on an equitable basis or for the account of the Company, and the disposition of any such shares then subject shall be considered an issue or sale of Common Stock for the purposes of this paragraph (c). (d) In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such Options the consideration payable with respect to subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Exercise Price in connection with effect immediately prior to such acquisition combination shall be proportionately increased. (e) Upon the happening of any of the following events, namely, if the purchase price provided for in any rights or options referred to in clause (i) of paragraph (c), the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in clause (i) or clause (ii) terminate all Options of paragraph (c), or the rate at which any Convertible Securities referred to in exchange clause (i) or clause (ii) of paragraph (c) are convertible into or exchangeable for a cash payment equal Common Stock shall change (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be increased or decreased to the excess Exercise Price which would have obtained had the adjustments made upon the issuance of such rights, options or Convertible Securities been made upon the basis of (i) the issuance of the fair market value number of shares of Common Stock theretofore actually delivered upon the exercise of such options or rights or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (ii) the issuance at the time of such change of any such options, rights or Convertible Securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have obtained had the adjustments made upon the issuance of such rights or options or Convertible Securities been made upon the basis of the issuance of the shares of Common Stock subject to such Options over theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights or options or upon the conversion or exchange of such Convertible Securities. If the purchase price thereof; provided for in any such right or option referred to in clause (i) of paragraph (c) In or the event rate at which any Convertible Securities referred to in clause (i) or clause (ii) of a recapitalization paragraph (c) are convertible into or exchangeable for Common Stock shall decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise of any such right or option or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be decreased to such Exercise Price as would have obtained had the adjustments made upon the issuance of such right, option or Convertible Securities been made upon the basis of the issuance of (and the total consideration received for) the shares of Common Stock delivered as aforesaid. (f) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company (other than a transaction described in Section 9(b) above) pursuant with another corporation, or the sale of all or substantially all of its assets to which securities of the Company or of another corporation are issued with respect to the outstanding shares shall be effected in such a way that holders of Common Stock, the Optionee upon exercising the Options Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock (such stock, securities or assets being hereinafter referred to as "substituted property"), then, as a condition of any class such reorganization, reclassification, consolidation, merger or securities convertible into sale, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of any class shall affectthe Company immediately theretofore purchasable and receivable upon the exercise of this Warrant, such substituted property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place, and no adjustment by reason thereof in any such case appropriate provision shall be made with respect toto the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any substituted property thereafter purchasable and receivable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the holder of this Warrant at the last address of such holder appearing on the books of the Company, the obligation to deliver to such holder such substituted property as, in accordance with the foregoing provisions, such holder may be entitled to purchase and receive. (g) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Paragraphs (a) through (f) of this Section 10 but which should result in adjustment in the Exercise Price and/or the number or exercise price of shares subject to Options. No adjustments the Warrant in order to fairly protect the purchase rights of the holder of this Warrant, an appropriate adjustment of such Exercise Price shall be made for dividends or other distributions paid in cash or in property other than securities of by the Company;. (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following eventsevents prior to the lapse of the restrictions imposed by paragraph 2 hereof or the forfeiture of Restricted Shares as provided herein, the Optionee’s rights with respect to Options granted to such Optionee hereunder this grant shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If in case the number of outstanding shares of Common Stock shall be subdivided or combined into a greater or smaller number of sharesincreased by stock split, respectivelystock dividend, or if other relevant change in the capitalization of the Company (which shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, not include the number sale by the Company of shares of Common Stock deliverable upon or securities convertible into such shares), the exercise of the Options Committee shall be appropriately increased make or decreased proportionately, and appropriate adjustments shall cause to be made in the exercise price per share any proportionate adjustments herein or otherwise necessary to reflect such subdivisionchange with respect to the Restricted Shares, combination or stock dividend, as applicablenotwithstanding that the Restricted Shares are subject to the restrictions on transfer imposed by paragraph 2 above; (b) If in case the Company is to number of outstanding shares of Common Stock shall be consolidated with decreased by reverse stock split, combination of shares, recapitalization or acquired by another entity pursuant to an acquisition, other relevant change in the board of directors of any entity assuming the obligations capitalization of the Company hereunder (which shall not include the “Successor Board”) purchase or retirement by the Company of shares of Common Stock or securities convertible into such shares), the Committee shall either (i) make appropriate provision for the continuation of or cause to be made any proportionate adjustments herein or otherwise necessary to reflect such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable change with respect to the Restricted Shares, notwithstanding that the Restricted Shares are subject to the restrictions on transfer imposed by paragraph 2 above; and (c) in case the Company shall effect a merger, consolidation or other reorganization, pursuant to which the outstanding shares of Common Stock of the Company in connection with such acquisition shall be exchanged for other shares or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with which is a party to such merger, consolidation or other reorganization, the Company shall use its best efforts to provide in any agreement or plan which it enters into or adopts to effect any such merger, consolidation or reorganization that Employee shall receive in such merger, consolidation or reorganization, subject to substantially the same transfer restrictions as set forth herein, the kind and number of shares or other securities of the Company or of such other corporation which would have been issuable to Employee in respect of the Restricted Shares owned by him immediately prior to the outstanding shares effective date of Common Stocksuch merger, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received consolidation or reorganization if such Optionee had exercised such Optionee’s Options prior Restricted Shares were not subject to such recapitalization or reorganization; (dthe transfer restrictions set forth herein. If the provision described in paragraph 5(c) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be above has not been made with respect tohereto by the effective date of any such merger, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends consolidation or other distributions paid in cash or in property other than securities reorganization, then the restrictions imposed by paragraph 2 hereof shall thereupon lapse. The decision of the Company; (e) No fractional shares shall be issued Committee as to the exact manner, amount and the Optionee shall receive from the Company cash based on the fair market value timing of the shares of Common Stock any adjustment described in lieu of such fractional shares; or (f) The Board this paragraph 5 or the Successor Board shall determine the specific adjustments to be made any other matter under this Section 9, and its determination paragraph 5 shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon The Exercise Price and the occurrence number and kind of any Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the following happening of certain events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the shares of Common Stock Company shall be subdivided (i) pay a dividend in Shares or combined make a distribution in Shares, (ii) subdivide its issued Shares, (iii) consolidate its issued Shares into a greater or smaller number of sharesShares or (iv) issue by reclassification of its Shares other securities of the Company, respectivelythe number of Shares or other securities of the Company purchasable upon exercise of this Warrant shall be adjusted so that upon exercise of this Warrant the Holder of this Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive immediately following any such event had he fully exercised this Warrant immediately prior to any 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, or if any, for such event. (b) In case the Company shall issue any shares rights, options or warrants to all or substantially all holders of its Common Stock as Shares, without any charge to such holders, entitling them to subscribe for or purchase Shares at a stock dividend on its outstanding shares price per share which is lower at the record date mentioned below than the then current book value of Common Stockthe Company (“Book Value”) per Share, the number of shares of Common Stock deliverable Shares thereafter purchasable upon the exercise of the Options this Warrant immediately prior thereto shall be appropriately increased adjusted so that upon exercise of this Warrant the Holder of this Warrant shall be entitled to receive the number of Shares determined by multiplying the number of Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of Shares outstanding on the date of issuance of such rights, options or decreased proportionatelywarrants plus the number of additional Shares offered for subscription or purchase, and appropriate adjustments of which the denominator shall be the number of Shares outstanding on the date of issuance of such rights, options or warrants plus the number of Shares which the aggregate offering price of the total number of Shares so offered would purchase at such Book Value. Such adjustment shall be made in whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision record date for the continuation determination of shareholders entitled to receive such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition rights, options or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;warrants. (c) In case the event Company shall distribute to all or substantially all holders of its Shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options or warrants or convertible securities containing the right to subscribe for or purchase Shares (excluding those referred to in paragraph (b) above), then in each such case the number of Shares purchasable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that upon exercise of this Warrant the Holder of this Warrant shall be entitled to receive, for the same aggregate exercise price, the number of Shares determined by multiplying the number of Shares theretofore purchasable upon exercise of this Warrant by a recapitalization or reorganization fraction, of which the numerator shall be the then current Book Value of the Company on the date of such distribution, and of which the denominator shall be such current Book Value of the Company, less the then fair value (other than as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible securities applicable. 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 hereunder shall be required unless such adjustment would require an increase or decrease of at least 1 percent in the number of Shares purchasable upon the exercise of this Warrant; provided that any adjustments which by reason of this paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (e) Whenever the number of Shares purchasable upon the exercise of this Warrant is adjusted as herein provided, the Exercise Price per Share payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a transaction described in Section 9(bfraction, of which the numerator shall be the number of Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (f) aboveWhen the number of Shares purchasable upon the exercise of this Warrant or the Exercise Price is adjusted as herein provided, the Company shall promptly mail to the Holder by first class mail, postage prepaid, notice of such adjustment or adjustments setting forth the number of Shares purchasable upon the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (g) pursuant to which securities For the purpose of this subsection 8.1, the term “Shares” shall mean (i) the class of shares designated as the Shares of the Company on the date of this Warrant, or (ii) any other class of another corporation are issued shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value. In the event that at any time, as a result of an adjustment made pursuant to this subsection 8.1, the Holder shall become entitled to purchase any shares of the Company other than Shares, thereafter the number of such other shares so purchasable upon exercise of this Warrant, and the Exercise Price of such shares, 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 outstanding shares of Common StockShares contained in paragraphs (a) through (f), the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exerciseinclusive, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affectabove, and no adjustment by reason thereof shall be made with respect tothe provisions of Sections 2 and 3 and subsections 8.2 through 8.4, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9inclusive, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which the shares shall apply on like terms to any such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardother shares.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If prior to the shares exercise of Common Stock shall be subdivided or combined into a greater or smaller number of sharesany Warrants, respectively, or if the Company shall issue any have effected one or more stock split-ups, stock dividends or other increases or reductions of the number of shares of its Common Stock as outstanding without receiving compensation therefor in money, services or property, the number of Shares subject to the Warrants shall (i) if a stock dividend on its net increase shall have been effected in the number of outstanding shares of the Common Stock, be proportionately increased, and the Exercise Price payable per Share shall be proportionately reduced, and (ii) if a net reduction shall have been effected in the number of outstanding shares of the Common Stock, be proportionately reduced and the Exercise Price payable per Share be proportionately increased. (b) In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection 12(a)), any Warrant Holder, upon exercise of the Warrants, shall be entitled to receive, in substitution for the Common Stock to which the Warrant Holder would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 12 with respect to the rights and interests thereafter of the Warrant Holders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 12 (including the adjustments of the number of Shares or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. (c) In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Warrant Agent a supplemental Warrant agreement providing that the holder of each Warrant then outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation or merger by a holder of the number of shares of Common Stock deliverable upon for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the exercise adjustments provided in this Section 12. (d) The Warrant Agent shall have no obligation under any Section of this Agreement to calculate any of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options set forth herein. The Warrant Agent shall be entitled to receive for the purchase price paid upon such exerciserely conclusively on, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization and shall be fully protected in relying on, any certificate, notice or reorganization; (d) Except as expressly instructions provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by any adjustment of the Board Exercise Price or the Successor Boardnumber of shares issueable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any shares of Common Stock purchasable upon exercise of the following eventsOption pursuant to Section l(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of shares of Common Stock purchasable upon the exercise and the Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the Option shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchasable upon exercise of shares, respectively, or the option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock issued and outstanding immediately after the consummation of any class or securities convertible into such change; and (b) Whenever the number of shares of Common Stock of any class shall affectpurchasable upon exercise hereof is adjusted as provided in this Section 7, and no adjustment by reason thereof the Option Price shall be made with respect toadjusted by multiplying the Option Price by a fraction, the numerator of which is equal to the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable purchasable prior to the restricted adjustment and the denominator of which is equal to the number of shares of Common Stock with respect to which such securities or cash were issued, unless otherwise determined by purchasable after the Board or the Successor Boardadjustment.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any Shares purchasable upon exercise of the following eventsOption pursuant to Section 1(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of Shares purchasable upon the exercise of the Option and the Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors event of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to change in the outstanding shares of Common Stock by reason of stock dividends, stock splits, split-ups, mergers, recapitalizations, reclassifications, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of Shares purchasable upon exercise of the Company Option shall be appropriately adjusted, and proper provision shall be made in connection with the agreements governing any such acquisition transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the Shares purchasable upon exercise of the Option if the Option had been exercised and such Shares had been issued to such Holder immediately prior to such event or the record date therefor, as applicable, and (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant any additional Shares are to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above otherwise become outstanding as a result of owning any such restricted Common Stockchange (other than pursuant to an exercise of the Option), such securities or cash the number of Shares purchasable upon exercise of the Option shall be subject increased so that, after such issuance and together with Shares previously issued pursuant to all the exercise of the conditions Option (as adjusted on account of any of the foregoing changes in the Shares), the number of Shares so purchasable equals the Maximum Applicable Percentage of the number of Shares issued and restrictions applicable outstanding immediately after the consummation of such change. (b) Whenever the number of Shares purchasable upon exercise of the Option is adjusted as provided in this Section 7, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which is equal to the restricted Common Stock with respect number of Shares purchasable prior to the adjustment and the denominator of which such securities or cash were issued, unless otherwise determined by is equal to the Board or number of Shares purchasable after the Successor Boardadjustment.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder The Exercise Price shall be adjusted subject to adjustment as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event the Company shall issue additional shares of Common Stock (or securities convertible into or exchangeable for Common Stock) in a stock dividend, stock distribution or subdivision paid with respect to Common Stock, or declare any dividend or other distribution payable with additional shares of Common Stock (or securities convertible into or exchangeable for Common Stock) with respect to Common Stock or effect a split or subdivision of the outstanding shares of Common Stock, the Exercise Price shall, concurrently with the effectiveness of such stock dividend, stock distribution or subdivision, or the earlier declaration thereof, be proportionately decreased, and the number of Underlying Common Stock shall be proportionately adjusted so that, to avoid dilution of the Holder's position, the Holder shall thereafter be entitled to receive at such adjusted price an additional number of shares of the Company's Common Stock which such Holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had the Warrants been exercised immediately prior to the happening of such event. (b) In the event the outstanding shares of Common Stock shall be subdivided combined or combined consolidated, by reclassification or otherwise, into a greater or smaller lesser number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the Exercise Price shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased and the number of Underlying Common Stock shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number of shares of Common Stock which the Holder would have owned upon such exercise and been entitled to receive, if such Warrant had been exercised immediately prior to the happening of such combination or consolidation. (c) In the event of any consolidation or merger of the Company with or into another corporation or the conveyance of all or substantially all of the assets of the Company to another corporation or entity, the Warrants shall thereafter be exercisable for the number of shares of capital stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased conversion hereof would have been entitled upon such consolidation, merger or decreased proportionatelyconveyance; and, and in any such case, appropriate adjustments adjustment shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations application of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable provisions herein set forth with respect to the outstanding shares of Common Stock rights and interests of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal Holder thereafter, to the excess of end that the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; provisions set forth herein (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued including provisions with respect to adjustments in the outstanding Exercise Price) shall thereafter be applicable, as nearly as may be practicable, in relation to any shares of Common Stockstock or other property thereafter deliverable upon the exercise of Warrants. At the request of the Holder, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon resulting or surviving entity in any such exerciseconsolidation or merger, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares , shall be issued and acknowledge in writing the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardHolder's rights hereunder.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the Company hereafter (i) declares a distribution on its shares of Common Stock shall be subdivided or combined in shares, (ii) splits its outstanding shares, (iii) combines its outstanding shares into a greater or smaller number of shares, respectively, securities or if (iv) issues any shares or other securities by reclassification of its shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the purchase price in effect at the time of the record date for such distribution or the effective date of such subdivision, combination or reclassification shall issue any be adjusted so that it shall equal the price determined by multiplying the purchase price by a fraction, the denominator of which shall be the number of shares outstanding immediately after giving effect to such action, and the numerator of its Common Stock as a stock dividend on its which shall be the number of shares outstanding shares immediately prior to such action. Whenever the purchase price payable upon exercise of Common Stockthe ISO is adjusted pursuant to the preceding sentence above, the number of shares of Common Stock deliverable purchasable upon the exercise of the Options ISO shall simultaneously be appropriately increased or decreased proportionatelyadjusted by multiplying the number of shares issuable upon exercise of the ISO immediately prior to the event which causes the adjustment by the purchase price in effect immediately prior to the event which causes the adjustment and dividing the product so obtained by the purchase price, and appropriate as adjusted. Such adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;successively whenever any event listed above shall occur. (b) If the Company is to be consolidated with or acquired by another entity If, at any time, as a result of an adjustment made pursuant to an acquisitionparagraph 7(a) above, the board of directors of Holder shall become entitled to receive any entity assuming the obligations securities of the Company hereunder (other than shares, the “Successor Board”) shall either (i) make appropriate provision for the continuation number of such Options by substituting on an equitable basis for other securities so receivable upon exercise of the shares then ISO shall thereafter be subject to such Options adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the consideration payable provisions with respect to the outstanding shares of Common Stock of the Company contained in connection with such acquisition or (iiparagraph 7(a) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;above. (c) In the If any other event of a recapitalization or reorganization contemplated in Section 10(a) of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect Plan occurs, adjustments to the outstanding number and kind of shares of Common Stock, the Optionee upon exercising the Options shall be entitled subject to receive for this ISO and/or to the purchase price paid upon such exercise, for each share subject to this ISO may be made in accordance with Section 10(a) of the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;Plan. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends under this Section 7 that would have the effect of modifying this ISO under Internal Revenue Code ss.ss. 422 or other distributions paid in cash or in property other than securities of the Company; 424. (e) No fractional W▇▇▇▇▇er the purchase price or the number of shares is adjusted, as herein provided, Hansen shall be issued and the Optionee shall receive from the Company cash based on the fair market value within 10 busines▇ ▇▇▇▇ of the event causing such adjustment give a notice setting forth the adjusted purchase price and adjusted number of shares issuable upon exercise of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments ISO to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable mailed to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardHolder.

Adjustments. Upon The number of Shares purchasable upon the occurrence of any exercise of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder Warrants shall be adjusted subject to adjustments as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the shares of Company shall (i) pay a dividend in Common Stock shall be subdivided or combined make a distribution to its stockholders in Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, or (iv) issue by classification 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 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 4.1(a) shall become effective immediately after 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 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 Warrant 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 number of shares of Common Stock deliverable outstanding immediately prior to the issuance of such rights, 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 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 Current Market Price. Such adjustment 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 stockholders entitled to receive such rights, options, warrants, or convertible securities. (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 Common Stock (excluding those referred to in subsection 4.1(b) above), then in each case the number of Shares thereafter purchasable upon the exercise of the Options Warrants shall be appropriately increased or decreased proportionatelydetermined by multiplying the number of Shares theretofore 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 appropriate adjustments of which the denominator shall be such Current Market Price on such date 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 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. (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 price per share 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, however, that any adjustments which by reason of this subsection (4.1(d)) are not required to reflect such subdivision, combination or stock dividendbe made immediately shall be carried forward and taken into account in any subsequent adjustment. (e) Whenever the number of Shares purchasable upon the exercise of the Warrant is adjusted, as applicable;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, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. (bf) If Whenever the number of Shares purchasable upon exercise of the Warrants is adjusted as herein provided, the Company is shall cause to be consolidated with or acquired promptly mailed to the Warrantholder by another entity pursuant to an acquisitionfirst class mail, postage prepaid, notice of such adjustment and a certificate of the board of directors of any entity assuming the obligations chief financial officer of the Company hereunder setting forth the number of Shares purchasable upon the exercise of the Warrants after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (g) For the “Successor Board”) purpose of this Section 4.1, the term "Common Stock" shall either mean (i) make appropriate provision for the continuation class of such Options by substituting on an equitable basis for stock designated as the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition at the date of this Agreement, or (ii) terminate all Options in exchange for a cash payment equal to the excess any other class of the fair market value stock resulting from successive changes or reclassifications of the shares of such Common Stock subject consisting solely of changes in par value, or from par value to such Options over the exercise price thereof; (c) no par value, or from no par value to par value. In the event that at any time, as a result of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) an adjustment made pursuant to which this Section 4, the Warrantholder shall become entitled to purchase any securities of the Company or other than Common Stock, (y) if the Warrantholder's right to purchase is on any other basis than that available to all holders of another corporation are issued the Company's Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing such other securities and (z) 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 outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid Shares contained in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board4.

Adjustments. Upon the occurrence of any of the following described events, Optionee's rights to purchase Shares under the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Plan shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and hereafter provided: 7.1 If the Company relating to such Options: (a) If is separated, reorganized, merged, consolidated or amalgamated with or into another corporation while unexercised Options remain outstanding under the shares of Common Stock Option Plan, there shall be subdivided or combined into a greater or smaller number substituted for the Shares subject to the unexercised portions of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its such outstanding shares of Common Stock, the Options an appropriate number of shares of Common Stock deliverable upon the exercise each class of shares or other securities of the Options shall be appropriately increased separated, reorganized, merged, consolidated or decreased proportionatelyamalgamated corporation which were distributed to the shareholders of the Company in respect of such shares, and appropriate adjustments shall be made in the exercise purchase price per share to reflect such subdivisionaction. However, combination subject to any applicable law, in the event the successor corporation does not agree to assume the award as aforesaid, the Vesting Period a set forth in section 4 above shall be accelerated so that any unexercisable or stock dividend, unvested portion of the outstanding Options shall be immediately exercisable and vested in full as applicable;of the date ten (10) days prior to the date of the change in control. (b) 7.2 If the Company is to liquidated or dissolved while unexercised Options remain outstanding under the Option Plan, then all such outstanding Options may be consolidated with or acquired exercised in full by another entity pursuant to an acquisition, the board Optionees as of directors the effective date of any entity assuming the obligations such liquidation or dissolution of the Company hereunder (without regard to the “Successor Board”) shall either (i) make appropriate provision for installment exercise provisions of Section 8(2), by the continuation Optionees giving notice in writing to the Company of such Options by substituting on an equitable basis for the shares then subject their intention to such Options the consideration payable with respect to so exercise. 7.3 If the outstanding shares of Common Stock the Company shall at anytime be changed or exchanged by declaration of a share dividend, share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company in connection with such acquisition Company, and as often as the same shall occur, then the number, class and kind of Shares subject to this Option Plan or (ii) terminate all subject to any Options in exchange for a cash payment equal therefore granted, and the Option prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Option price, provided, however, that no adjustment shall be made by reason of the distribution of subscription rights on outstanding shares. Upon happening of any of the foregoing, the class and aggregate number of Shares issuable pursuant to the excess Option Plan (as set forth in Section 5 hereof), in respect of which Options have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Board whose determination shall be final. 7.4 Anything herein to the contrary notwithstanding, if prior to the completion of an initial public offering of the fair market value Company's securities (IPO), all or substantially all of the shares of Common Stock subject the Company are to such Options over the exercise price thereof; (c) In the event of be sold, or upon a recapitalization merger or reorganization of or the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stocklike, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares , or any class thereof, are to be exchanged for securities of another Company, then in such event, each Optionee shall be issued and obliged to sell or exchange, as the Optionee shall receive from the Company cash based on the fair market value of case may be, the shares of Common Stock such Optionee purchased under the Option Plan, in lieu of such fractional shares; or (f) The accordance with the instructions then issued by the Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its whose determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardfinal.

Adjustments. Upon The Exercise Price and the occurrence number of any shares of Class A ----------- Common Stock issuable upon the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder exercise of this Warrant shall be adjusted subject to adjustment as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionshereafter set forth: (a) If In the event that at any time the Company shall: (i) pay a dividend or make any other distribution with respect to its Common Stock in shares of its Common Stock, or (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction (A) the numerator of which shall be the total number of shares of Common Stock immediately prior to such event, and (B) the denominator of which shall be the total number of shares of Common Stock, of the Company immediately after such event. (b) In the event that at any time the Company shall issue or sell any shares of Common Stock (except shares of Common Stock issued upon exercise of this Warrant) for a consideration per share less than the Fair Market Value thereof, then upon each such issuance the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by a fraction (A) the numerator of which shall be the number of shares of Common Stock immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate consideration for the total number of such additional shares of Common Stock so issued or sold would purchase at the Fair Market Value thereof (if such shares had been sold at Fair Market Value) on the date of such issuance or sale, and (B) the denominator of which shall be the number of shares of Common Stock immediately prior to such issuance or sale plus the number of such additional shares of Common Stock so issued or sold. The provisions of this subsection (b) shall not apply to any additional shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision for which an adjustment is provided for under subsection (a) of this Section 3. (c) In the event any shares of Common Stock shall be subdivided issued or combined into a greater or smaller number of sharessold for cash, respectively, or if the consideration received by the Company therefor shall issue be deemed to be the amount of the cash received by the Company therefor or, if such shares of Common Stock are offered by the Company for subscription, the subscription price or, if such shares of Common Stock are sold to underwriters or dealers for public offering without a subscription offer, the initial public offering price, in each case excluding any amount paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company in connection with such issuance or sale. (d) In the event any shares of its Common Stock shall be issued or sold for a consideration other than cash, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance as a stock dividend on its outstanding shares determined by the Board of Common StockDirectors of the Company in the good faith exercise of their business judgment. (e) Upon any adjustment of the Exercise Price as provided in this Section 3, the holder hereof shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock deliverable upon obtained by multiplying the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Exercise Price in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options effect immediately prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance adjustment by the Company number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (f) Whenever the Exercise Price or the number of any class or securities convertible into shares of Common Stock issuable upon exercise of any class this Warrant is adjusted pursuant to this Section 3, the Company shall affectpromptly deliver a notice to the holder of this Warrant setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment and no the method by which such adjustment by reason thereof was calculated. (g) Notwithstanding anything herein to the contrary, an adjustment as provided in Section 3(b) above shall not be made with respect toif the Company issues securities (i) to employees, officers or directors of the number Company to the extent approved by the Board of Directors or exercise price the compensation committee of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities the Board of Directors of the Company; , (eii) No fractional shares shall be issued and as payment of all or any part of the Optionee shall receive from purchase price of any business or assets thereof acquired by the Company cash based on the fair market value or any of the shares of Common Stock in lieu of such fractional shares; or its Subsidiaries, (fiii) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash any lender in connection with a corporate transaction the incurrence of Indebtedness by the Company or any of its Subsidiaries, or (iv) upon the exercise of any option or other right described in Section 9(aany of clauses (i) through (iii), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such the Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionentity, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such the Options by substituting on an equitable basis for the shares then subject to such underlying the Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such the acquisition or consolidation; or (ii) terminate all the Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such the Options over the exercise price thereof;. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b8(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization; (d) . Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible or exercisable into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (esecurities) No With respect to shares issued in accordance with this Section 8, no fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon In addition to (but without duplication of) the occurrence ----------- adjustment to the total number of any Option Shares pursuant to Section 1(b) and the adjustment to the Option Price pursuant to Section 1(c), the total number of Option Shares purchasable upon the exercise of the following events, Option hereof and the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of Option Shares purchasable upon exercise of the Option shall be subdivided or combined into a greater or smaller appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) Grantee shall receive upon exercise of the Option the number and class of shares, respectivelyother securities, property or cash that Grantee would have received in respect of the Option Shares purchasable upon exercise of the Option if the Company shall issue Option had been exercised and such Option Shares had been issued to Grantee immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any shares of its Common Stock as a stock dividend on its outstanding additional shares of Common StockStock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of Option Shares purchasable upon exercise of the Option shall be increased so that, after such issuance the number of Option Shares so purchasable equals the Maximum Applicable Percentage of the number of shares of Common Stock deliverable upon issued and outstanding immediately after the exercise consummation of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;change; and (b) If Whenever the Company number of Option Shares purchasable upon exercise hereof is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as provided in this Section 7, the board Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment which is equal to the excess number of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect Option Shares purchasable prior to the outstanding shares adjustment and the denominator of Common Stock, the Optionee upon exercising the Options shall be entitled which is equal to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of Option Shares purchasable after the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardadjustment.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, The Exercise Price and the number of shares of Common Stock deliverable purchasable pursuant to the exercise of this Warrant shall be subject to adjustment from time to time as follows: (i) Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (including shares held in the Company's treasury) for a consideration per share less than the Exercise Price (or, if an Adjusted Exercise Price shall be in effect by reason of a previous adjustment under this Section 3 as provided below, then less than such Adjusted Exercise Price), then and in each such case the holder of this Warrant, upon the exercise hereof, shall be entitled to receive, in lieu of the shares of Common Stock theretofore receivable upon the exercise of this Warrant, a number of shares of Common Stock determined by dividing the Options Exercise Price by an Adjusted Exercise Price to be computed as provided below in this Section 3(a)(i), and multiplying the resulting quotient by the number of shares of Common Stock called for on the face of this Warrant. Such Adjusted Exercise Price shall be appropriately increased computed (to the nearest cent -- a half cent or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;more being considered a full cent) by dividing: (b1) If the Company is to be consolidated with or acquired sum of (x) the result obtained by another entity pursuant to an acquisition, multiplying the board number of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options immediately prior to such recapitalization issue or reorganization; sale by the Exercise Price (dor, if an Adjusted Exercise Price shall be in effect by reason of a previous adjustment under this Section 3(a)(i), by such Adjusted Exercise Price) Except as expressly provided hereinin effect immediately prior to such issue or sale, no issuance 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 any class the Company outstanding immediately after such issue or securities convertible into sale. For the purposes of the foregoing calculations, all shares of Common Stock issuable upon the conversion of any class shall affectall then outstanding convertible securities and upon the exercise of all then outstanding options, and no adjustment by reason thereof warrants or other rights to acquire Common Stock (including the Warrants) shall be made with respect to, deemed outstanding but only to the number 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 the exercise price of shares subject to Options. No adjustments shall be made for dividends such options, warrants or other distributions paid rights then in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9effect, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardrespectively.

Adjustments. Upon the occurrence If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the following eventsaggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Optionee’s Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply) or (z) any amounts received by an Issuing Lender and/or Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to Options granted to such Optionee hereunder shall be adjusted participation as hereinafter provided unless otherwise specifically provided in fully as if such Lender were a written agreement between the Optionee and the Company relating to such Options: (a) If the shares direct creditor of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made each Credit Party in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation amount of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardparticipation.

Adjustments. Upon Except to the occurrence extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders (including the application of funds arising from the existence of a Defaulting Lender) or to the Lenders under a particular Credit Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the following eventsLenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the Optioneepurchase price and benefits returned to the extent of such recovery, but without interest. The Parent Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to Options granted such portion as fully as if such Lender were the direct holder of such portion. To the extent that any such payment received by the Benefited Lender is denominated in a currency which is different from the currency in which such other Lender’s Extensions of Credit is denominated, the portion of such payment to be used to purchase such Optionee hereunder other Lender’s Extensions of Credit shall be adjusted as hereinafter provided unless otherwise specifically provided converted by the Administrative Agent in a written agreement between accordance with its customary practices to the Optionee currency of such Lender’s Extensions of Credit and the Company relating to reasonable costs of any such Options: (a) If the shares of Common Stock conversion shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation account of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardForeign Subsidiary Borrower.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to the Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such the Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares (including by why of a forward stock split or reverse stock split or similar events) or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionentity, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such the Options by substituting on an equitable basis for the shares then subject to such underlying the Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such the acquisition or consolidation; or (ii) terminate all the Options in exchange for a cash payment equal to the excess of the fair market value Fair Market Value of the shares of Common Stock subject to such the Options over the exercise price thereof;. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b8(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization; (d) . Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible or exercisable into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No securities). With respect to shares issued in accordance with this Section 8, no fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 98, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a8(a), (b) or (c) above as a result of owning such restricted Common Stockholding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock Options with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of 5.1 Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the following eventscapital stock of the Company, or any consolidation or merger of the Optionee’s Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of Series D Preferred shall be entitled to receive stock, securities, or other assets or property (an "Organic Change"), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder shall thereafter have the right to purchase and receive (in lieu of the shares of the Series D Preferred immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided or in exchange for a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, such Series D Preferred equal to the number of shares of Common Stock deliverable such stock immediately theretofore purchasable and receivable upon the exercise of the Options shall be appropriately increased or decreased proportionatelyrights represented hereby; provided, and appropriate adjustments shall be made however, that in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If event the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations value of the Company hereunder stock, securities or other assets or property (as determined in good faith by the “Successor Board”Board of Directors of the Company) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration issuable or payable with respect to one share of the outstanding shares of Common Stock Series D Preferred of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value Stock Purchase Price hereof effective at the time of the shares of Common Stock subject a merger and securities received in such reorganization, if any, are publicly traded, then this Warrant shall expire unless exercised prior to such Options over the exercise price thereof; (c) Organic Change. In the event of a recapitalization or reorganization of any Organic Change, appropriate provision shall be made by the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of Common Stockstock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the Optionee upon exercising successor corporation (if other than the Options Company) resulting from such consolidation or the corporation purchasing such assets shall 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 receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardpurchase.

Adjustments. Upon (a) In the occurrence event that the Board shall determine that the outstanding Investor Interests are affected by any (i) subdivision or consolidation of any shares, (ii) recapitalization or other capital adjustment of Parent, or (iii) spin-offs of assets or other extraordinary dividends, merger, consolidation or reorganization of Parent or other rights to purchase Investor Interests or other securities of Parent, or other similar corporate transaction or event, such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the following eventsbenefits or potential benefits intended to be made available under the applicable Plan, then the Optionee’s rights Board shall, in such manner as it may deem necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made under the applicable Plan, adjust any or all of (x) the number and type of securities subject to the unexercised portion of the Parent Options, and (y) the grant, purchase, or exercise price with respect to Options granted any Parent Option or, if deemed appropriate, make provision for a cash payment to such Optionee the Optionee. Any adjustments made hereunder shall will be adjusted as hereinafter provided unless otherwise specifically provided structured in a written agreement between matter that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation to the Optionee and the Company relating to such Options: or (aC) If the shares of Common Stock shall be subdivided result in adverse tax consequences under Section 409A or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;Section 457A. (b) If In addition to the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionrights set forth in Section 8(a), upon a Change of Control, the board of directors of Board may, in its sole discretion, take any entity assuming the obligations one or more of the Company hereunder following actions, as to outstanding Parent Options: (i) provide that such Parent Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation or entity (or to the extent the Parent’s shareholders receive capital stock of an affiliate thereof in the transaction, by such affiliate), (ii) upon written notice to the Optionee, provide that all unexercised Parent Options will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice and prior to the consummation of such event or transaction (which period shall not be less than fifteen (15) days), or (iii) in the event of a merger or consolidation under the terms of which holders of Investor Interests will receive upon consummation thereof a cash payment for each Investor Interest surrendered in the merger or consolidation (the “Successor BoardMerger Price”) shall either (i) ), make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange provide for a cash payment to the Optionee equal to the difference between (A) the Merger Price times the number of Investor Interests subject to such outstanding Parent Options (to the extent then exercisable at prices not equal to or in excess of the fair market value of Merger Price) and (B) the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or aggregate exercise price of shares subject to all such outstanding Parent Options. No adjustments shall be made , in exchange for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu termination of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardParent Options.

Adjustments. Upon Should any Owner's Change or the occurrence of an event described in SUBSECTION 5.1.1 (other than where the occurrence of such event is due to an event of Force Majeure and Owner elects to address such failure pursuant to the terms of ARTICLE 22 (Force Majeure)) cause a material increase or decrease in the Cost of or time required for Contractor's performance of this EPC Contract or otherwise affect any provision of this EPC Contract, then after Contractor has given to Owner the required information under SECTION 8.4 of the following eventslikely effect of the Change and corresponding proposed adjustments, and Owner elects to continue with the Optionee’s rights with respect to Options granted to such Optionee hereunder proposed Change then the Scheduled Take Over Date and other dates in this EPC Contract shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between ARTICLE 5 (Extension of Time) and an adjustment that is reasonable in the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall circumstances will be made in to the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision EPC Contract Price for the continuation Costs of such Options by substituting on an equitable basis Change plus a ten percent allowance thereon for the shares then subject overhead and profit (with regard to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common StockSUBSECTION 5.1.1 events, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made Contractor's rights under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection SECTION 8.5 with a corporate transaction described in Section 9(a), (b) or (c) above as a result regard to recovery of owning such restricted Common Stock, such securities or cash Costs shall be subject to all the conditions set forth in SUBSECTION 5.1.1(I), (III), (IV) and (V) which provisions shall be read as if references to "delay" refer to "Costs"), and to performance warranties (where performance of the conditions Works is attested and restrictions applicable subject to SECTION 8.7 (Effect of Changes on Warranties and Safety) and any other provision of this EPC Contract which is thereby affected. Any increase in the restricted Common Stock with respect EPC Contract Price due to which such securities or cash were issuedChange shall be payable subject to a progress payment schedule to be submitted by Contractor as part of the proposed written Change order. Any Dispute relating to any such Change shall be determined in terms of ARTICLE 16 (Dispute Resolution), unless otherwise determined by but Contractor shall continue to implement any Owner's Change notwithstanding the Board or the Successor BoardDispute.

Adjustments. Upon Except as otherwise provided herein, if all or any portion of the occurrence Option shall be exercised subsequent to any Common Stock split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, sale of all or substantially all of the assets of the Company, or liquidation occurring after the date hereof, as a result of which shares of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder class shall be adjusted as hereinafter provided unless otherwise specifically provided issued in a written agreement between the Optionee and the Company relating to such Options: (a) If the respect of outstanding shares of Common Stock, or shares of Common Stock shall be subdivided changed into the same or combined into a greater another class or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stockclasses, the number of shares of Common Stock deliverable upon person or persons so exercising the exercise of the Options Option shall be appropriately increased or decreased proportionatelyreceive, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase aggregate price paid upon such exercise, the securities such Optionee would have received aggregate number and class of shares which, if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, (as authorized at the number or exercise date hereof) had been purchased at the date hereof for the same aggregate price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities (on the basis of the Company; (eprice per share set forth above) No and had not been disposed of, such person or persons would be holding, at the time of such exercise, as a result of such purchase and all such stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations, sale of asset transactions, or exchanges of shares, separations, reorganizations, or liquidations, provided, however, that no fractional shares share shall be issued upon any such exercise, and the Optionee aggregate price paid shall receive from be appropriately reduced on account of any fractional share not issued; and provided further, that in accordance with the provisions of subsection (a) of Section 424 of the Code a new option may be substituted for the Option granted hereunder or such Option may be assumed by an employer corporation, or a parent or subsidiary of such corporation, or a parent or subsidiary of such corporation, in connection with any transaction to which such subsection (a) is applicable. Upon the dissolution or liquidation of the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash other than in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities subsection (a) is applicable, the Option granted hereunder shall terminate and become null and void, but the Employee shall have the right immediately prior to such dissolution or cash were issued, unless otherwise determined by liquidation to exercise the Board or Option granted hereunder to the Successor Boardfull extent not before exercised.

Adjustments. Upon Not more than once during each calendar year during the occurrence term of any of the following eventsthis Agreement, the Optionee’s rights with respect ▇▇▇▇▇▇ may adjust its prices, whether an increase or decrease, up to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: [*] per calendar year (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be “Annual Price Adjustment”). Annual Price Adjustments are made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for a change in the continuation costs and/or expenses in respect of such Options the Manufacture, including, by substituting on an equitable basis for way of example, changes to the shares then subject Manufacturing process, or a change, in the ordinary course of business prior to such Options change, in the consideration payable with costs and/or expenses incurred in respect to the outstanding shares of Common Stock materials, wages, insurance, energy costs and other associated costs and/or expenses affecting ▇▇▇▇▇▇ and/or any of the Company in connection with such acquisition its Affiliates (collectively, “Product Costs”); or (ii) terminate all Options in exchange for that full commercial Batches are not ordered on a cash payment equal to the excess of the fair market value of the shares of Common Stock routine basis (i.e., have been subject to such Options over erratic fluctuations) and not in accordance with the exercise price thereof; Forecast (c) In while, for clarity, Purchase Orders, being made on a routine basis but not being made in accordance with the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common StockForecast, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all Section 3.5), in which event ▇▇▇▇▇▇ reserves the right to provide a tiered pricing structure. If at any time the Product Costs increase or decrease by a percentage in excess of [*] per calendar year, ▇▇▇▇▇▇ shall provide Radius with reasonable support evidencing such increase or decrease in excess of such percentage and the Parties shall negotiate any such Annual Price Adjustment in good faith. Increases in costs and/or expenses incurred in respect of materials supplied by any third party which are outside of the conditions ordinary course of business referred to above shall be borne by Radius upon occurrence, and restrictions shall not be subject to or require an Annual Price Adjustment; provided, however, ▇▇▇▇▇▇ shall provide reasonable supporting evidence of such increase (for example, but not by way or requirement or limitation, a written statement by such third party supplier showing the increase factor). The pricing applicable on the Effective Date applies to such Batch sizes agreed as of the restricted Common Stock with respect Effective Date, and any change in Batch sizes shall require an amendment of the pricing thereof to which such securities or cash were issued, unless otherwise determined be negotiated in good faith by the Board Parties, and shall not be subject to or the Successor Boardrequire an Annual Price Adjustment.

Adjustments. Upon The Exercise Price and the occurrence number and kind of any Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the following happening of certain events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the shares of Common Stock Company shall be subdivided (i) pay a dividend in Shares or combined make a distribution in Shares, (ii) subdivide its issued Shares, (iii) consolidate its issued Shares into a greater or smaller number of sharesShares or (iv) issue by reclassification of its Shares other securities of the Company, respectivelythe number of Shares or other securities of the Company purchasable upon exercise of this Warrant shall be adjusted so that upon exercise of this Warrant the Holder of this Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive immediately following any such event had he fully exercised this Warrant immediately prior to any 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, or if any, for such event. (b) In case the Company shall issue any shares rights, options or warrants to all or substantially all holders of its Shares, without any charge to such holders, entitling them to subscribe for or purchase Shares at a price per share which is lower at the record date mentioned below than the then current book value of the Company as determined in accordance with the Company’s Memorandum of Association and Bye-Laws (“Book Value”) per Common Stock as a stock dividend on its outstanding shares of Common StockShare, the number of shares of Common Stock deliverable Shares thereafter purchasable upon the exercise of the Options this Warrant immediately prior thereto shall be appropriately increased adjusted so that upon exercise of this Warrant the Holder of this Warrant shall be entitled to receive the number of Shares determined by multiplying the number of Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of Shares outstanding on the date of issuance of such rights, options or decreased proportionatelywarrants plus the number of additional Shares offered for subscription or purchase, and appropriate adjustments of which the denominator shall be the number of Shares outstanding on the date of issuance of such rights, options or warrants plus the number of Shares which the aggregate offering price of the total number of Shares so offered would purchase at such Book Value. Such adjustment shall be made in whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision record date for the continuation determination of shareholders entitled to receive such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition rights, options or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;warrants. (c) In case the event Company shall distribute to all or substantially all holders of its Shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options or warrants or convertible securities containing the right to subscribe for or purchase Shares (excluding those referred to in paragraph (b) above), then in each such case the number of Shares purchasable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that upon exercise of this Warrant the Holder of this Warrant shall be entitled to receive, for the same aggregate exercise price, the number of Shares determined by multiplying the number of Shares theretofore purchasable upon exercise of this Warrant by a recapitalization or reorganization fraction, of which the numerator shall be the then current Book Value of the Company on the date of such distribution, and of which the denominator shall be such current Book Value of the Company, less the then fair value (other than as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible securities applicable. 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 hereunder shall be required unless such adjustment would require an increase or decrease of at least 1 percent in the number of Shares purchasable upon the exercise of this Warrant; provided that any adjustments which by reason of this paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (e) Whenever the number of Shares purchasable upon the exercise of this Warrant is adjusted as herein provided, the Exercise Price per Share payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a transaction described in Section 9(bfraction, of which the numerator shall be the number of Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (f) aboveWhen the number of Shares purchasable upon the exercise of this Warrant or the Exercise Price is adjusted as herein provided, the Company shall promptly mail to the Holder by first class mail, postage prepaid, notice of such adjustment or adjustments setting forth the number of Shares purchasable upon the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (g) pursuant to which securities For the purpose of this subsection 8.1, the term “Shares” shall mean (i) the class of shares designated as the Shares of the Company on the date of this Warrant, or (ii) any other class of another corporation are issued shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value. In the event that at any time, as a result of an adjustment made pursuant to this subsection 8.1, the Holder shall become entitled to purchase any shares of the Company other than Shares, thereafter the number of such other shares so purchasable upon exercise of this Warrant, and the Exercise Price of such shares, 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 outstanding shares of Common StockShares contained in paragraphs (a) through (f), the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exerciseinclusive, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affectabove, and no adjustment by reason thereof shall be made with respect tothe provisions of Sections 2 and 3 and subsections 8.2 through 8.4, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9inclusive, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which the shares shall apply on like terms to any such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardother shares.

Adjustments. Upon The Exercise Price and the occurrence number of any shares of Underlying Stock of the following events, the Optionee’s rights with respect to Options granted Corporation issuable pursuant to such Optionee hereunder shall be adjusted exercise is subject to adjustment as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the Corporation shall at any time declare a stock dividend or stock split on the outstanding shares of Common Stock in shares of its Common Stock, then the Exercise Price and number of shares of Underlying Stock shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares which if such Warrant had been exercised immediately prior to such time, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend. (b) In any case the Corporation shall at any time subdivide or combine the outstanding shares of the Common Stock, the Exercise Price, initial or adjusted, in effect immediately prior to such subdivision or combination shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. (c) In case of any capital reorganization, sale of substantially all the assets of the Corporation, or any reclassification of the shares of Common Stock of the Corporation, or in case of any consolidation with or merger of the Corporation into or with another corporation, then as a part of such reorganization sale reclassification, consolidation or merger, as the case may be, provision shall be subdivided made so that the registered owner of the Warrant evidenced hereby shall have the right thereafter to receive upon the exercise thereof the kind and amount of shares of stock or combined into a greater other securities or smaller property which he would have been entitled to receive if immediately prior to such reorganization, reclassification, consolidation or merger, he had held the number of sharesshares of Underlying Stock which were then issuable upon the exercise of the Warrant evidenced hereby, respectivelyto the end that the provisions set forth (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, or if the Company shall issue as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of such Warrants. (d) If the Corporation at any time makes any spin-off, split-off, or distribution of assets upon or with respect to its Common Stock Stock, as a stock liquidating or partial liquidating dividend, spin-off, or by way of return of capital, or other than as dividend on its payable out of earnings or any surplus legally available for dividends under the laws of the State of Nevada, the holder of each Warrant then outstanding shall, upon the exercise of the Warrant, receive, in addition to the shares of Common StockStock then issuable on exercise of the Warrant, the amount of such assets (or, at the option of the Corporation, a sum equal to the value thereof at the time of the distributions) which would have been payable to such holder had he or she exercised the Warrant immediately prior to the record date for such distribution. (e) When any adjustment is required to be made to the Exercise Price, the number of shares of Common Stock deliverable issuable shall be determined as provided for in paragraph (f) hereof. No fractional shares of Common Stock shall be issued upon the exercise of the Options Warrant. The Corporation shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in round all fractional shares to the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;next whole share. (bf) If Whenever the Company Exercise Price is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as provided above, the board number of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Underlying Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options immediately prior to such recapitalization or reorganization; (d) Except as expressly provided hereinadjustment shall be increased, no issuance effective simultaneously with such adjustment, by the Company a number of shares of Common Stock computed by multiplying such number of any class or securities convertible into shares of Common Stock by a fraction, the numerator of any class shall affectwhich is the Exercise Price in effect immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment, and no adjustment the number of shares of Underlying Stock arrived at by reason thereof making said computation shall be made with respect to, added to the number or exercise price of shares subject of Underlying Stock immediately prior to Optionssuch adjustment. No adjustments The total number of shares arrived at by making the computation provided for in the immediately preceding sentence shall thereupon be made for dividends or other distributions paid in cash or in property other than securities the number of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board issuable upon exercise or the Successor Board Warrant and the Corporation shall forthwith determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardnew Exercise Price.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If In the event that the Board shall determine that the outstanding shares of Common Stock shall be subdivided are affected by any (i) subdivision or combined into a greater or smaller number consolidation of shares, respectively(ii) recapitalization or other capital adjustment of the Parent, or if (iii) spin-offs of assets or other extraordinary dividends, merger, consolidation or reorganization of the Company shall issue any shares of its Parent or other rights to purchase Common Stock or other securities of the Parent, or other similar corporate transaction or event, such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the applicable Plan, then the Board shall, in such manner as it may deem necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made under the applicable Plan, adjust any or all of (x) the number and type of securities subject to the unexercised portion of the Parent Option, and (y) the grant, purchase, or exercise price with respect to any Parent Option or, if deemed appropriate, make provision for a cash payment to the Optionee. Any adjustments made hereunder will be structured in a matter that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation to the Optionee or (C) result in adverse tax consequences under Section 409A or Section 457A. (b) In addition to the rights set forth in Sections 5(a), upon a Change of Control, the Board may, in its sole discretion, take any one or more of the following actions, as to outstanding Parent Options: (i) provide that such Parent Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation or entity (or to the extent the Parent’s stockholders receive capital stock dividend on its outstanding shares of an affiliate thereof in the transaction, by such affiliate), (ii) upon written notice to the Optionee, provide that all unexercised Parent Options will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice and prior to the consummation of such event or transaction (which period shall not be less than fifteen (15) days), or (iii) in the event of a merger or consolidation under the terms of which holders of Common StockStock will receive upon consummation thereof a cash payment for each share surrendered in the merger or consolidation (the “Merger Price”), make or provide for a cash payment to the Optionee equal to the difference between (A) the Merger Price times the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such outstanding Parent Options the consideration payable with respect (to the outstanding shares of Common Stock extent then exercisable at prices not equal to or in excess of the Company in connection with Merger Price) and (B) the aggregate exercise price of all such acquisition or (ii) terminate all Options outstanding Parent Options, in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu termination of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardParent Options.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any shares of Common Stock purchasable upon exercise of the following eventsOption pursuant to Section 1(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of shares of Common Stock purchasable upon the exercise hereof and the Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the Option shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchas able upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock issued and outstanding immediately after the consummation of any class or securities convertible into such change; and (b) Whenever the number of shares of Common Stock of any class shall affectpurchasable upon exercise hereof is adjusted as provided in this Section 7, and no adjustment by reason thereof the Option Price shall be made with respect toadjusted by multi plying the Option Price by a fraction, the numerator of which is equal to the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable purchasable prior to the restricted adjustment and the denominator of which is equal to the number of shares of Common Stock with respect to which such securities or cash were issued, unless otherwise determined by purchasable after the Board or the Successor Boardadjustment.

Adjustments. Upon Except to the occurrence extent that this Agreement expressly provides for payments to be allocated to a particular Lender or Lenders (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution) or to the Lenders under a particular Credit Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or counterclaim or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash (at face value) from the other Lenders such portion of each such other Lender’s Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the following eventsLenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the Optioneepurchase price and benefits returned to the extent of such recovery, but without interest. The Parent Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to Options granted to such Optionee hereunder shall be adjusted portion as hereinafter provided unless otherwise specifically provided fully as if such Lender were the direct holder of such portion. To the extent that any such payment received by the Benefited Lender is denominated in a written agreement between currency which is different from the Optionee and the Company relating currency in which such other Lender’s Extensions of Credit is denominated, unless such payment was required to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in such different currency pursuant to the exercise price per share to reflect express terms hereof, the portion of such subdivision, combination or stock dividend, as applicable; (b) If the Company is payment to be consolidated used to purchase such other Lender’s Extensions of Credit shall be converted by the Administrative Agent in accordance with or acquired by another entity pursuant its customary practices to an acquisition, the board currency of directors such Lender’s Extensions of Credit and the reasonable costs of any entity assuming such conversion shall be for the obligations account of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardBorrower.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors Board of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b8(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of or any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; orand (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 98, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a8(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any shares of Common Stock purchasable upon exercise of the following eventsOption pursuant to Section 1(b), the Optionee’s rights with respect to Options granted to such Optionee hereunder total number of shares of Common Stock purchasable upon the exercise of the Option shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the Option, shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that such Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchasable upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (number of shares of Common Stock issued and outstanding immediately after the “Successor Board”) shall either (i) make appropriate provision for the continuation consummation of such Options by substituting on an equitable basis for the shares then subject to change. If any such Options the consideration payable with respect to change in the outstanding shares of Common Stock occurs at any time on or after the first trading day included in the calculation of the Company Option Price and prior to the Closing, equitable adjustment shall be made to the Option Price to reflect the effect of such change. (b) Without limiting the parties' relative rights and obligations under the Combination Agreement, in the event that Issuer enters into an agreement or arrangement (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of merger, the shares of Common Stock subject outstanding immediately prior to the consummation of such Options over the exercise price thereof; (c) In the event of a recapitalization merger will be changed into or reorganization of the Company (exchanged for stock or other than a transaction described in Section 9(b) above) pursuant to which securities of the Company Issuer or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization any other person or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property any other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of property, or the shares of Common Stock in lieu outstanding immediately prior to the consummation of such fractional shares; or merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (fiii) The Board to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of the Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale or transfer or the Successor Board shall determine the specific adjustments to be made under this Section 9record date therefor, as applicable and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardmake any other necessary adjustments.

Adjustments. Upon The Exercise Price and the occurrence number of any shares of Class A Common Stock issuable upon the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder exercise of this Warrant shall be adjusted subject to adjustment as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionshereafter set forth: (a) If In the event that at any time the Company shall: (i) pay a dividend or make any other distribution with respect to its Common Stock in shares of its Common Stock, or (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction (A) the numerator of which shall be the total number of shares of Common Stock immediately prior to such event, and (B) the denominator of which shall be the total number of shares of Common Stock, of the Company immediately after such event. (b) In the event that at any time the Company shall issue or sell any shares of Common Stock (except shares of Common Stock issued upon exercise of this Warrant) for a consideration per share less than the Fair Market Value thereof, then upon each such issuance the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by a fraction (A) the numerator of which shall be the number of shares of Common Stock immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate consideration for the total number of such additional shares of Common Stock so issued or sold would purchase at the Fair Market Value thereof (if such shares had been sold at Fair Market Value) on the date of such issuance or sale, and (B) the denominator of which shall be the number of shares of Common Stock immediately prior to such issuance or sale plus the number of such additional shares of Common Stock so issued or sold. The provisions of this subsection (b) shall not apply to any additional shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision for which an adjustment is provided for under subsection (a) of this Section 3. (c) In the event any shares of Common Stock shall be subdivided issued or combined into a greater or smaller number of sharessold for cash, respectively, or if the consideration received by the Company therefor shall issue be deemed to be the amount of the cash received by the Company therefor or, if such shares of Common Stock are offered by the Company for subscription, the subscription price or, if such shares of Common Stock are sold to underwriters or dealers for public offering without a subscription offer, the initial public offering price, in each case excluding any amount paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company in connection with such issuance or sale. (d) In the event any shares of its Common Stock shall be issued or sold for a consideration other than cash, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance as a stock dividend on its outstanding shares determined by the Board of Common StockDirectors of the Company in the good faith exercise of their business judgment. (e) Upon any adjustment of the Exercise Price as provided in this Section 3, the holder hereof shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock deliverable upon obtained by multiplying the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Exercise Price in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options effect immediately prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance adjustment by the Company number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (f) Whenever the Exercise Price or the number of any class or securities convertible into shares of Common Stock issuable upon exercise of any class this Warrant is adjusted pursuant to this Section 3, the Company shall affectpromptly deliver a notice to the holder of this Warrant setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment and no the method by which such adjustment by reason thereof was calculated. (g) Notwithstanding anything herein to the contrary, an adjustment as provided in Section 3(b) above shall not be made with respect toif the Company issues securities (i) to employees, officers or directors of the number Company to the extent approved by the Board of Directors or exercise price the compensation committee of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities the Board of Directors of the Company; , (eii) No fractional shares shall be issued and as payment of all or any part of the Optionee shall receive from purchase price of any business or assets thereof acquired by the Company cash based on the fair market value or any of the shares of Common Stock in lieu of such fractional shares; or its Subsidiaries, (fiii) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash any lender in connection with a corporate transaction the incurrence of Indebtedness by the Company or any of its Subsidiaries, or (iv) upon the exercise of any option or other right described in Section 9(aany of clauses (i) through (iii), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stockthe Corporation are increased, the decreased, changed into or exchanged for a different number or kind of shares of Common Stock deliverable upon the exercise securities of the Options shall be appropriately increased Corporation through re-organization, merger, recapitalization, re-classification, stock dividend, subdivision or decreased proportionatelyconsolidation, an appropriate and appropriate adjustments proportionate adjustment shall be made in the exercise maximum number or kind of shares as to which options may be granted under the Plan. A corresponding adjustment changing the number or kind of shares allocated to unexercised options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such adjustment in the outstanding options shall be made without change in the aggregate purchase price per applicable to the unexercised portion of the option but with a corresponding adjustment in the price for each share or other unit of any security covered by the option. Upon the liquidation or dissolution of the Corporation or upon a re-organization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially all of the property or more than eighty (80%) percent of the then outstanding shares of the Corporation to reflect another corporation, the Plan shall terminate, and any options theretofore granted hereunder shall terminate unless provision is made in writing in connection with such subdivisiontransaction for the Continuance of the Plan and for the assumption of options theretofore granted, combination or stock dividendthe substitution for such options of new options covering the shares of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as applicable; (b) to number and kind of shares and prices, in which event the Plan and options theretofore granted shall continue in the manner and upon the terms so provided. If the Company is to be consolidated with or acquired by another entity Plan and unexercised options shall terminate pursuant to the foregoing sentence all persons then entitled to exercise an acquisitionunexercised portion of options then outstanding shall have the right at such time immediately prior to consummation of the event which results in the termination of the Plan as the Corporation shall designate, to exercise their options to the full extent not theretofore exercised. Adjustments under this Section shall be made by the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject whose determination as to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No what adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of made, and the Company; (e) extent thereof, shall be final, binding and conclusive. No fractional shares share shall be issued and under the Optionee shall receive from the Company cash based Plan on the fair market value of the shares of Common Stock in lieu of any such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardadjustment.

Adjustments. Upon 8.1 Subject as hereinafter provided, the occurrence Conversion Price shall from time to time be adjusted in accordance with the following provisions. If the event giving rise to any such adjustment falls within more than one of any sub-paragraphs (a) to (g) inclusive of this Condition 8.1, it shall be deemed to fall within the first of the following eventsapplicable paragraphs to the exclusion of the remaining paragraphs provided that, the Optionee’s rights with respect to Options granted to if such Optionee hereunder event would be capable of falling within sub-paragraph (h), sub-paragraph (h) shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsapply: (a) If the shares of Common Stock and whenever there shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, an alteration to the number of shares Shares in issue by reason of Common Stock deliverable upon any consolidation or sub-division or reclassification, the exercise of the Options Conversion Price in force immediately prior thereto shall be appropriately increased or decreased proportionately, adjusted by multiplying it by the following fraction: where: A = the number of Shares in issue immediately before such alteration; and appropriate adjustments B = the number of Shares in issue immediately after such alteration. Each such adjustment shall be made effective from the close of business in Hong Kong on the exercise price per share to reflect such subdivision, combination day on which the consolidation or stock dividend, as applicable;sub-division or reclassification takes effect. (b) If and whenever the Company is to be consolidated with Issuer shall issue any Shares credited as fully paid by way of capitalisation of profits or acquired by another entity pursuant to reserves (including any share premium account or capital redemption reserve fund), other than an acquisitionissue of Shares paid-up out of profits or reserves and issued in lieu of the whole or part of a specifically declared cash dividend or a Capital Distribution, the board Conversion Price in force immediately prior to such issue shall be adjusted by multiplying it by the following fraction: in each case, where: C = the number of directors Shares in issue immediately before such issue; and D = the number of any entity assuming Shares in issue immediately after such issue. Each such adjustment shall be effective on the obligations date of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation issue of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;Shares. (c) In If and whenever the event Issuer shall make any Capital Distribution (as defined in Condition 8.2) to holders (in their capacity as such) of Shares (whether on a recapitalization reduction of capital or reorganization otherwise) or shall grant to such holders rights to acquire for cash assets of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities Issuer or any of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockits subsidiaries, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options Conversion Price in force immediately prior to such recapitalization distribution or reorganization;grant shall be adjusted by multiplying it by the following fraction: where: E = the Current Market Price for one Share on the date on which the Capital Distribution or, as the case may be, the grant is publicly announced or (failing any such announcement) the date immediately preceding the date of the Capital Distribution or, as the case may be, of the grant; and F = the Fair Market Value on the day of such announcement of the portion of the Capital Distribution or of such rights which is attributable to one Share, Each such adjustment shall become effective on the date that such Capital Distribution is actually made. (d) Except If and whenever the Issuer shall issue to all or substantially all holders of Shares as expressly provided hereina class, no issuance new Shares for issue or subscription by way of rights, or shall issue or grant to all or substantially all holders of Shares as a class any options or warrants or other rights to subscribe for new Shares, at a price that is less than [90]% of the Current Market Price (as defined in Condition 8.2) at the date of the announcement of the terms of the offer or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of the announcement of such offer or grant by the Company following fraction: where: G  H  I G = the number of shares Shares in issue immediately before the date of Common Stock such announcement; H = the aggregate number of Shares so issued or, as the case may be, comprised in the grant; I = the amount (if any) payable for the Shares issued by way of rights, option or warrant and for the total number of Shares comprised therein; J = the Current Market Price of one Share on the trading day immediately prior to such announcement. Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (if any). (i) If and whenever the Issuer shall issue wholly for cash any class or securities which by their terms are convertible into shares or exchangeable for or carry rights of Common Stock of any class shall affectsubscription for new Shares, and no adjustment by reason thereof the total Effective Consideration per Share (as defined below) initially receivable for such securities is less than [90]% of the Current Market Price (as defined in Condition 8.2) at the date of the announcement of the terms of issue of such securities, the Conversion Price shall be made with respect to, adjusted by multiplying the Conversion Price in force immediately prior to the issue by a fraction of which the numerator is the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid Shares in cash or in property other than securities issue immediately before the date of the Company;issue plus the number of Shares which the total Effective Consideration for the securities issued would purchase at such Current Market Price and the denominator is the number of Shares in issue immediately before the date of the issue plus the number of Shares to be issued upon conversion or exchange of, or the exercise of the subscription rights conferred by, such securities at the initial conversion or exchange rate or subscription price. Such adjustment shall become effective on the date of issue of such securities. (ii) If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in section (i) of this sub-paragraph (e) No fractional shares are modified so that the total Effective Consideration per Share (as defined below) initially receivable for such securities shall be (1) reduced and (2) less than [90]% of the Current Market Price at the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by a fraction of which the numerator is the number of Shares in issue immediately before the date of such modification plus the number of Shares which the total Effective Consideration receivable for the securities issued at the modified conversion or exchange price would purchase at such Current Market Price and of which the denominator is the number of Shares in issue immediately before such date of modification plus the number of Shares to be issued upon conversion or exchange of or the exercise of the subscription rights conferred by such securities at the modified conversion rate or subscription price. Such adjustment shall become effective (if appropriate, retrospectively) as at the date upon which such modification shall take effect. A right of conversion or exchange or subscription shall not be treated as modified for the foregoing purpose where it is adjusted to take account of rights or capitalisation issues and other events which have given rise to adjustment of the Conversion Price under this Condition 8, provided such corresponding adjustment has been made to the Conversion Price. For the purpose of this sub-paragraph (e), the “total Effective Consideration” receivable for the securities issued shall be deemed to be the consideration receivable by the Issuer for any such securities plus the additional minimum consideration (if any) to be received by the Issuer upon (and assuming) the conversion or exchange thereof or the exercise of such subscription rights, and the Optionee “total Effective Consideration per Share” initially receivable for such securities shall receive from be such aggregate consideration divided by the Company cash based on number of Shares to be issued upon (and assuming) such conversion at the fair market value of initial conversion rate or the shares of Common Stock in lieu exercise of such fractional shares; orsubscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue. (f) The Board If and whenever the Issuer shall issue wholly for cash any Shares other than as mentioned in paragraph (d) above or pursuant to the Successor Board shall determine exercise of any rights of Conversion, or exchange into or subscription for, Shares as mentioned in paragraph (e) above at a price per Share which is less than [90]% of the specific adjustments to be made under this Section 9Current Market Price (as defined in Condition 8.2) at the date of the announcement of the terms of such issue, and its determination the Conversion Price shall be conclusiveadjusted by multiplying the Conversion Price in force immediately before the date of such announcement by a fraction of which the numerator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares which the aggregate amount payable for the issue would purchase at such Current Market Price and the denominator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares so issued. Such adjustment shall become effective on the date of the issue. (g) If and whenever the Optionee receives securities Issuer shall issue Shares for the acquisition of any asset at a total Effective Consideration per Share (as defined in this sub-paragraph (g) below) which is less than [90]% of the Current Market Price (as defined in Condition 8.2) at the date of the announcement of the terms of such issue, the Conversion Price shall be adjusted in such manner as may be determined by a Financial Adviser. Such adjustment shall become effective on the date of issue. For the purpose of this sub-paragraph (g) “total Effective Consideration” shall be the aggregate consideration credited as being paid for such Shares by the Issuer on acquisition of the relevant asset without any deduction of any commissions, discounts or cash expenses paid, allowed or incurred in connection with a corporate transaction described in Section 9(a)the issue thereof, and the “total Effective Consideration per Share” shall be the total Effective Consideration divided by the number of Shares issued as aforesaid. (bh) or (c) above If the Issuer determines that an adjustment should be made to the Conversion Price as a result of owning one or more events or circumstances (whether or not referred to in sub- paragraphs (a) to (g) above) (even if the relevant event or circumstance is specifically excluded in the Conditions from the operation of sub-paragraphs (a) to (g) above), or that an adjustment should be made in a manner other than in accordance with sub- paragraphs (a) to (g) above, the Issuer may, at its own expense, request a Financial Adviser, acting as expert, to determine as soon as practicable (1) what adjustment (if any) to the Conversion Price is fair and reasonable to take into account thereto and is appropriate to give the result which the Financial Adviser considers in good faith to reflect the intentions of the provisions of this Condition 8; and (2) the date on which such restricted Common Stock, adjustment should take effect; and upon such securities or cash determination such adjustment (if any) shall be subject made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to all this sub-paragraph (h) if the Financial Adviser is so requested to make such a determination. 8.2 For the purposes of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.this Condition 8:

Adjustments. Upon 4.01 In the occurrence event of any subdivision or change of the following events, Shares at any time up to the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between close of business on the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined Expiry Date into a greater or smaller number of sharesShares, respectively, the Optionor shall deliver at the time of any exercise thereafter of the option hereby granted such additional number of Shares as would have resulted from such subdivision or change if such exercise of the Company shall issue option hereby granted had been prior to the date of such subdivision or change. 4.02 In the event of any shares consolidation or change of its Common Stock as the Shares at any time up to the close of business on the Expiry Date into a stock dividend on its outstanding shares lesser number of Common StockShares, the number of shares Shares deliverable by the Optionor on any exercise thereafter of Common Stock deliverable upon the option hereby granted shall be reduced to such number of Shares as would have resulted from such consolidation or change if such exercise of the Options shall be appropriately increased option hereby granted had been prior to the date of such consolidation or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;change. (b) 4.03 If the Company is Optionor shall at any time up to be consolidated with the close of business on the Expiry Date pay any dividend or acquired by another entity pursuant to an acquisition, the board of directors of make any entity assuming the obligations distribution payable in Shares of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common StockOptionor, the Optionee upon exercising the Options shall be entitled to receive for upon any exercise thereafter of the purchase price paid upon such exercise, option hereby granted (in addition to the securities such number of Shares which the Optionee would have received been entitled to receive on the exercise of such option if such Optionee dividend or distribution had exercised not been paid (the "Base Shares")) such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company additional number of shares of Common Stock the appropriate class as would have been paid to the Optionee by way of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends dividend or other distributions paid in cash or in property other than securities distribution on that number of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock Base Shares with respect to which the Optionee has decided to exercise the option granted hereunder at such securities time (the "Exercised Shares"), had the option with respect to the Exercised Shares been exercised prior to the date of such dividend or cash were issuedother distribution, unless otherwise determined by and the Board Optionor covenants and agrees that in the event of the payment of any dividend or distribution payable on any Shares of the Successor BoardOptionor as aforesaid it will reserve and set aside a sufficient number of shares in which any such dividend or distribution shall be payable to enable it to fulfil its obligations hereunder.

Adjustments. Upon In the occurrence of any of the following eventsevent that, the Optionee’s rights with respect prior to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionWarrant, the board outstanding Common Shares are changed into or exchanged for a different number or kind of directors of any entity assuming the obligations interests of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to a successor entity or the outstanding shares holder of Common StockShares shall receive additional Common Shares or other securities or property of the Company or a successor entity, in each case by reason of a merger, consolidation, reorganization, recapitalization, reclassification, share dividend, share split or other special distribution, combination of interests or other similar event, an appropriate and equitable adjustment in the number and kind of consideration issuable upon exercise of the Warrant shall be made so that, after such event, the Optionee Shares issuable upon exercising exercise of the Options Warrant (assuming the exercise of the Warrant in its entirety) shall be entitled to receive for represent the purchase price paid upon same potential ownership interest in the Company or successor entity immediately after such exerciseevent as it represents immediately before such event, or, if other consideration is received by a holder of Common Shares, the securities such Optionee Holder of a Warrant will receive, upon exercise of the Warrant, the same consideration it would have received if such Optionee it had exercised such Optionee’s Options Warrant immediately prior to the event or action. Such adjustment shall be made without change in the total price applicable to exercise of the Warrant (except for any change in the aggregate price resulting from rounding-off) and with any necessary corresponding adjustment in the purchase price per Share. In no event shall the Shares include any fractional interests, but any fractions resulting from any such adjustments shall be rounded up to the nearest whole interest. In case the Company shall sell and issue Common Shares or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares, excluding any securities (including options) issued to Trust Managers and employees pursuant to a share incentive plan approved by the Board of Trust Managers) (collectively, except as aforesaid, "Common Share Rights"), at a price per Common Share (determined, in the case of Common Share Rights, by dividing (X) the total amount receivable by the Company in consideration of the sale and issuance of such Common Share Rights, plus the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (Y) the total number of Common Shares covered by such Common Share Rights) that is lower than $2.00, the Holder's Exercise Price then in effect shall be multiplied by a fraction, the numerator of which shall be the sum of (A) the number of Common Shares outstanding immediately prior to such recapitalization sale and issuance plus (B) the number of Common Shares which the aggregate consideration received (determined as provided below) for such sale or reorganization; (d) Except issuance would purchase at the Holder's Exercise Price then in effect and the denominator of which shall be the number of Common Shares outstanding immediately prior to such issuance plus the number of Common Shares to be sold and issued or issuable upon exercise of such Common Share Rights. Such adjustment shall be made successively whenever such an issuance is made. 5 For the purposes of any adjustment under this Section, the Common Shares which are held by the holder of any Common Share Rights shall be deemed to be issued and outstanding as expressly provided herein, no of the date of such sale and issuance and the consideration received by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof therefor shall be made with respect todeemed to be the consideration or premiums stated in such Common Share Rights to be paid for the Common Shares covered thereby. In the case the Company shall sell and issue Shares or Common Share Rights for a consideration consisting, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash whole or in part, of property other than securities of cash or its equivalent, then in determining the "price per Common Share" and the "consideration received by the Company; (e) No fractional shares " for purposes of this Section, the value of such property shall be issued determined in good faith by the Board of Trust Managers. In case the Company shall sell and issue Common Share Rights together with one or more other securities as part of a unit at a price per unit, then in determining the "price per Common Share" and the Optionee "consideration received by the Company" for purposes of this Section, the Board of Trust Managers shall receive from the Company cash based on determine, in good faith, the fair market value of the shares of Common Stock in lieu Share Rights then being sold as part of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardunit.

Adjustments. Upon In addition to the occurrence adjustment to the total number ----------- of any Option Shares pursuant to Section 1(b) of this Agreement, the total number of Option Shares purchasable upon the exercise of the following events, Option hereof and the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the shares event of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if any change in the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common StockShares by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of Option Shares purchasable upon exercise of the Option shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) the Holder shall receive upon exercise of the Option the number and class of shares, other securities, property or cash that Cerner would have received in respect of the Option Shares purchasable upon exercise of the Option if the Option had been exercised and such Option Shares had been issued to the Holder immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any additional shares of Common Shares are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of Option Shares purchasable upon exercise of the Option shall be increased so that, after such issuance the number of Option Shares so purchasable equals the Maximum Applicable Percentage of the number of shares of Common Stock deliverable upon Shares issued and outstanding immediately after the exercise consummation of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;change; and (b) If Whenever the Company number of Option Shares purchasable upon exercise hereof is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as provided in this Section 7, the board Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment which is equal to the excess number of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect Option Shares purchasable prior to the outstanding shares adjustment and the denominator of Common Stock, the Optionee upon exercising the Options shall be entitled which is equal to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of Option Shares purchasable after the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardadjustment.

Adjustments. Upon 8.1. In the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if event that the Company shall issue any (i) pay a dividend in, or make a distribution of, shares of capital stock or other securities (including, without limitation, any rights or options to subscribe to or purchase any additional shares of any class of its capital stock, any evidence of its indebtedness or assets, or any other rights or options) on its outstanding Common Stock as a stock dividend on Stock, (ii) subdivide its outstanding shares of Common StockStock into a greater number of such shares or (iii) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of Shares purchasable upon the exercise of this Warrant shall be adjusted so that upon the subsequent exercise of this Warrant, the Warrant Holder shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock and other securities (of one or more classes) which such holder would have owned or would have been entitled to receive immediately following the happening of any of the events described above had this Warrant been exercised in full immediately prior to the record date with respect to such event. Any adjustment made pursuant to this Section shall, in the case of a dividend or distribution of stock or other securities, become effective as of the record date therefor and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Section, the Warrant Holder shall become entitled to receive shares or other units of two or more classes of capital stock or other securities of the Company upon a subsequent exercise hereof, the Board of Directors of the Company (whose reasonable determination shall be conclusive and, upon request by the Warrant Holder, shall be evidenced by a certified Board resolution delivered to the Warrant Holder) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. The above provisions of this Section 8.1 shall apply similarly to successive stock dividends, subdivisions and combinations. 8.2. In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Section 8.1 above or Section 8.4 below), any Warrant Holder, upon exercise of this Warrant, shall be entitled to receive, in substitution for the Common Stock to which it would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that it would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if this Warrant had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose reasonable determination shall be conclusive and, upon request by the Warrant Holder, shall be evidenced by a certified Board resolution delivered to the Warrant Holder) shall be made for the application of this Section 8.2 with respect to the rights and interests thereafter of the Warrant Holder (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock or other securities), to the end that this Section 8.2 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of this Warrant for any shares or securities or other property (or cash) thereafter deliverable upon the exercise hereof. The above provisions of this Section 8.2 shall apply similarly to successive reorganizations or recapitalizations. 8.3. Whenever the number of shares of Common Stock or other securities purchasable upon exercise of this Warrant is adjusted as provided in this Section 8, the Company will promptly deliver to the Warrant Holder a certificate signed by a Chairman or co-Chairman of the Options shall be appropriately increased Board or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination President or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations a Vice President of the Company hereunder and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth the number and kind of securities or other property purchasable upon exercise of this Warrant, as so adjusted, stating that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 8, and setting forth a brief statement of the facts accounting for such adjustments; PROVIDED, HOWEVER, that failure to deliver any notice required under this Section 8.3, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 8; and PROVIDED, FURTHER, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 9 hereof. 8.4. In the event of any consolidation or share exchange reorganization of the Company with, or merger of the Company into, another corporation (other than a consolidation, share exchange information or merger which does not result in any reclassification or change of the “Successor Board”outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the entity formed by such consolidation, share exchange reorganization or merger or the person which shall have acquired such property, as the case may be, shall execute and deliver to the Warrant Holder a new warrant providing that the Warrant Holder shall have the right thereafter (until the expiration of this Warrant) shall either (i) make appropriate provision for the continuation to receive, upon exercise of such Options warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, share exchange reorganization, merger, sale or transfer by substituting on an equitable basis for a holder of the shares then subject to such Options the consideration payable with respect to the outstanding number of shares of Common Stock of the Company for which this Warrant might have been exercised immediately prior to such consolidation, share exchange reorganization, merger, sale or transfer. Such new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in connection with this Section 8.4. The above provision of this Section 8.4 shall similarly apply to successive consolidations, share exchange reorganizations, mergers, sales or transfers. 8.5. Irrespective of any adjustments in the number or kind of shares or other securities or property issuable upon exercise of this Warrant, this Warrant and any replacement or balance Warrants thereafter issued may continue to express the same price and number and kind of shares as are stated in the original Warrant. 8.6. The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, to make any computation required under this Section 8, and a certificate signed by such acquisition firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section 8. 8.7. For the purpose of this Section 8, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Restated Articles of Incorporation of the Company, as amended, at the date of this Warrant, or (ii) terminate all Options in exchange for a cash payment equal to the excess any other class of the fair market value stock resulting from successive changes or reclassifications of the shares of such Common Stock subject consisting solely of changes in par value, or from par value to such Options over the exercise price thereof; (c) no par value, or from no par value to par value. In the event that at any time as a result of a recapitalization or reorganization an adjustment made pursuant to this Section 8, the Warrant Holder shall become entitled to receive any shares of capital stock of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, thereafter the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under other shares so receivable upon exercise of this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash Warrant shall be subject to all of the conditions adjustment from time to time in a manner and restrictions applicable on terms as nearly equivalent as practicable to the restricted Common Stock provisions with respect to which the Common Stock contained in this Section 8, and all other provisions of this Warrant, with respect to the Common Stock, shall apply on like terms to any such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardother shares.

Adjustments. Upon On the occurrence date (“Funding Date”) of any increase in the Total Commitments permitted by this Agreement, which date shall be designated by the Administrative Agent, each Lender who has an Additional Commitment shall fund to the Administrative Agent such amounts as may be required to cause each such Lender to hold its Percentage of Revolving Loans based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Lenders in such amounts as may be required to cause each of them to hold its Percentage of Revolving Loans as of such Funding Date. The Lenders receiving such amounts to be applied to Eurocurrency Loans may demand payment of the following events, breakage costs under Section 8.01 hereof as though the Optionee’s rights with respect applicable Borrower had elected to Options granted to prepay such Optionee hereunder Eurocurrency Loans on such date and such Borrower shall pay the amount so demanded as provided in Section 8.01. The first payment of interest and Letter of Credit Fees received by the Administrative Agent after such Funding Date shall be paid to the Lenders in amounts adjusted to reflect the adjustments of their respective Percentages as hereinafter provided unless otherwise specifically provided in a written agreement between of the Optionee and Funding Date. On the Company relating to such Options: (a) If the shares of Common Stock Funding Date each Lender shall be subdivided deemed to have either sold or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividendpurchased, as applicable; (b, a participating interest in Swing Line Loans, L/C Obligations and L/C association or operating agreement, partnership agreement or other similar document) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a)Restricted Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Company or any Restricted Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (c) above as a result in the creation or imposition of owning such restricted Common Stock, such securities or cash shall be subject to all any Lien on any Property of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities Company or cash were issued, unless otherwise determined by the Board or the Successor Boardany Restricted Subsidiary.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any Option Shares pursuant to Section 1(b) and the adjustment to the Option Price pursuant to Section 1(c), the total number of Option Shares purchasable upon the exercise of the following events, Option hereof and the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of Option Shares purchasable upon exercise of the Option shall be subdivided or combined into a greater or smaller appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) Grantee shall receive upon exercise of the Option the number and class of shares, respectivelyother securities, property or cash that Grantee would have received in respect of the Option Shares purchasable upon exercise of the Option if the Company shall issue Option had been exercised and such Option Shares had been issued to Grantee immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any shares of its Common Stock as a stock dividend on its outstanding additional shares of Common StockStock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of Option Shares purchasable upon exercise of the Option shall be increased so that, after such issuance the number of Option Shares so purchasable equals the Maximum Applicable Percentage of the number of shares of Common Stock deliverable upon issued and outstanding immediately after the exercise consummation of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;change; and (b) If Whenever the Company number of Option Shares purchasable upon exercise hereof is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as pro vided in this Section 7, the board Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment which is equal to the excess number of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect Option Shares purchasable prior to the outstanding shares adjustment and the denominator of Common Stock, the Optionee upon exercising the Options shall be entitled which is equal to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of Option Shares purchasable after the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardadjustment.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and If the Company relating to such Options: (ai) If the pays a dividend in shares of Common Stock shall be subdivided or combined into makes a greater or smaller number of shares, respectively, or if the Company shall issue any distribution in shares of its Common Stock as a stock dividend on Stock, in either case to holders of Common Stock, (ii) subdivides its outstanding shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues, by reclassification or reorganization, other securities of the Company to all holders of Common Stock, the Board of Directors of the Company shall cause an adjustment to be made in the number of shares purchasable upon the exercise of the Options and the Option Price so that the Consultant shall be entitled to receive the kind and number of shares of Common Stock deliverable upon which the exercise of Consultant would have owned or have been entitled to receive if the Options had been exercised immediately prior to any such event or any record date with respect thereto. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event, and prompt written notice thereof shall be appropriately increased or decreased proportionatelygiven to the Consultant. In furtherance, and appropriate adjustments shall be made not in limitation of, the foregoing, in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of event any entity assuming the obligations other shareholder of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect who provides services to the outstanding shares of Common Stock of Company similar to those provided by the Company in connection with such acquisition Consultant shall at any time have rights or (ii) terminate all Options in exchange for a cash payment equal benefits that are more favorable than the rights and benefits afforded to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made Consultant under this Section 96 (including, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(abut not limited to, price-based antidilution protections), (b) then the Company shall promptly grant to the Consultant rights and benefits that are no less favorable than those afforded to such other shareholder, in form and substance satisfactory to the Consultant. The Board of Directors shall have the sole discretion to make additional adjustments that it reasonably deems equitable to prevent dilution or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all enlargement of the conditions and restrictions applicable benefits intended to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined be granted by the Board or the Successor Boardthis Agreement.

Adjustments. Upon the occurrence of any of the following events, the OptioneeRecipient’s rights with respect to Options granted to such Optionee hereunder the RSUs shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee Recipient and the Company relating to such Optionsthe RSUs: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon following the exercise full vesting of the Options RSUs shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionentity, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options the RSUs by substituting on an equitable basis for the shares then subject to such Options underlying the RSUs the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such the acquisition or consolidation; or (ii) terminate all Options the RSUs in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;RSUs. (c) In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 9(b5(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options Recipient shall be entitled to receive for the purchase price paid upon such exercise, securities of the securities such Optionee Recipient would have received if such Optionee the common stock had exercised such Optionee’s Options been delivered to the Recipient prior to such recapitalization or reorganization; (d) . Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible or exercisable into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Optionsthe RSUs. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No securities. With respect to shares issued in accordance with this Section 8, no fractional shares shall be issued and the Optionee Recipient shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (fd) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 95, and its determination shall be conclusive. If the Optionee Recipient receives securities or cash in connection with a corporate transaction described in Section 9(a5(a), (b) or (c) above as a result of owning such restricted Common Stockholding the RSUs, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock RSUs with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or reorganization any other change in the corporate structure or shares of the Company Company, the Committee shall make such adjustment as it deems appropriate in the number and kind of Shares or other property available for issuance under the Plan (other than a transaction described in Section 9(b) above) including, without limitation, the total number of Shares available for issuance under the Plan pursuant to which securities Section 4), in the number and kind of options, Shares, restricted stock units, deferred stock units or other property covered by grants previously made under the Plan, and in the exercise price of outstanding options. Any such adjustment shall be final, conclusive and binding for all purposes of the Plan and shall take into account the applicable requirements of Section 409A of the Code. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of another corporation the Company’s obligations regarding awards that were granted hereunder and that are issued with respect to outstanding on the outstanding shares date of Common Stocksuch event shall, on such terms as may be approved by the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options Committee prior to such recapitalization event, be (a) canceled in exchange for cash or reorganization; other property taking into account the requirements of Section 409A of the Code, or (db) Except as expressly provided herein, no issuance assumed by the Company of shares of Common Stock of any class surviving or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Optionscontinuing corporation. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities Without limitation of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9foregoing, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with any transaction of the type specified by clause (iii) of the definition of a corporate transaction described Change in Control in Section 9(a2(c), the Committee may, in its discretion, (bi) cancel any or all outstanding options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their options had been fully exercised immediately prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (cii) above as a result if the amount that would have been payable to the option holders pursuant to such transaction if their options had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, cancel any or all of owning such restricted Common Stockoptions for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property, in cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such and/or securities or cash were issued, unless otherwise determined by other property in the Board or the Successor BoardCommittee’s discretion.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value value, as calculated in accordance with the Plan (the “Fair Market Value”), of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value Fair Market Value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If any adjustment is made with respect to a Taxable Year during which VRI or any of its Subsidiaries is a Member of the shares BPA Group to any item of Common Stock income, gain, loss, deduction, expense or credit of VRI or any Subsidiary of VRI by reason of the filing of an amended Consolidated Return (or an amended state and local consolidated, combined or unitary return), a claim for refund with respect to such Taxable Year or an audit with respect to such Taxable Year by the Service (or the applicable state and local taxing authority), the amounts, if any, due to or from VRI under this Agreement shall be subdivided redetermined by taking into account any such adjustment and applying the procedures set forth in this Agreement. BPA shall have sole and absolute discretion to determine whether and in what amount an adjustment applies to VRI or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock Subsidiaries. If, as a stock dividend on its outstanding shares result of Common Stocksuch redetermination, any amounts due to or from VRI under this Agreement differ from the number amounts previously paid, then except as herein provided, payment of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased such difference together with any interest, penalty or decreased proportionately, and appropriate adjustments addition to tax allocated to VRI shall be made to VRI or by VRI in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;manner provided in Section 9(a) (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for in the continuation case of an adjustment resulting in a credit or refund of tax, within 10 calendar days of the date on which such refund or notice of such Options credit is received by substituting on an equitable basis for the shares then subject to such Options the consideration payable BPA with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition adjustment, or (ii) terminate in the case of an adjustment resulting in a payment of additional tax, within 10 calendar days of the date on which such additional tax is paid by BPA. Any interest, penalty or addition to tax will be allocated as BPA, in its discretion, deems just and proper in view of all Options in exchange for a cash payment equal applicable circumstances (to the excess extent practicable, however, such allocations shall reflect the amount of interest and penalty that the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event VRI Group would have paid on a stand alone basis). Neither acceptance of a recapitalization or reorganization Pro Forma VRI Return nor failure by BPA to file consistently with such Pro Forma VRI Return shall relieve VRI of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive liability for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no an adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a8(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee him hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock common stock shall be subdivided or combined into a greater or smaller number of shares, respectively, shares or if the Company shall issue any shares of its Common Stock common stock as a stock dividend on its outstanding shares of Common Stockcommon stock, the number of shares of Common Stock common stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise purchase price per share to reflect such subdivision, combination or stock dividend, as applicable;. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionAcquisition, the board of directors Board of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company common stock in connection with such acquisition the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b6(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockcommon stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, exercise the securities such the Optionee would have received if such the Optionee had exercised such Optionee’s the Options prior to such recapitalization or reorganization;. (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock common stock of any class or securities convertible into shares of Common Stock common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company;. (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or. (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 96, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a6(a), (b) or (c) above as a result of owning such restricted Common Stockcommon stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock common stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization any change in Citigroup’s capital structure on account of (i) any extraordinary dividend, stock dividend, stock split, reverse stock split or reorganization any similar equity restructuring; or (ii) any combination or exchange of the Company equity securities, merger, consolidation, recapitalization, reorganization, divestiture or other distribution (other than a transaction described in Section 9(bordinary cash dividends) above) pursuant of assets to stockholders, or any other similar event affecting Citigroup’s capital structure or other corporate event affecting Citigroup’s total shareholder return or return on equity, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make such appropriate equitable adjustments as may be permitted by the terms of the Plan and applicable law to the number or kind of shares subject to an Award and/or the Award Date Fair Market Value with respect to any Award. In the event of an adjustment to the kind of shares that are distributed hereunder, references to “shares” or “Citigroup stock” herein shall be construed to refer to the shares to which securities the adjusted Award relates. (b) In administering the Awards under the Program and making all determinations and calculations with respect thereto, the Committee shall have the absolute right to take into account any event(s) it deems appropriate that affect the number of Peer Competitor Companies (as defined in Exhibit A) or the stock or capital structure of the Company or of another corporation are issued with respect to the outstanding shares of Common Stockany Peer Competitor Company, the Optionee upon exercising the Options shall be entitled to receive including without limitation (i) substituting a different company or companies for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the companies included in the definition of “Peer Competitor Company; ” set forth in Exhibit A or adding or removing one or more companies from such definition, or (eii) No fractional shares shall be issued and adjusting the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock method by which TSR and/or TSR Scores (as defined in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(aExhibit A), ▇▇▇ and/or ▇▇▇ Scores (bas defined in Exhibit B) or and/or Performance Based Amounts are determined. (c) above as a result Citigroup shall give each Participant notice of owning such restricted Common Stockan adjustment hereunder and, upon notice, such securities or cash adjustment shall be subject conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee may, in its discretion, decline to all of the conditions and restrictions adjust any Award made to Participant, if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board Participant or the Successor BoardCompany, and neither the Committee nor Citigroup shall be bound to compensate Participant for any such adjustment not made, nor shall they be liable to Participant for any additional personal tax or other consequences of any adjustments that are made to an Award.

Adjustments. Upon In addition to the occurrence adjustment to the total number of shares of Common Stock purchasable upon exercise of the Option pursuant to Section 1(b), the total number of shares of Common Stock purchasable upon the exercise of the Option and the Option Price shall be subject to adjustment from time to time as follows: In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the following eventsOption, and the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Price therefor, shall be adjusted as hereinafter provided unless otherwise specifically provided appropriately adjusted, and proper provision shall be made in a written agreement between the Optionee agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and the Company relating to class of shares, other securities, property or cash that such Options: (a) If Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchasable upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable, and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as 5 adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and outstanding immediately after the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu consummation of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardchange.

Adjustments. Upon Subject and pursuant to the occurrence provisions of any of the following eventsthis Section 10, the Optionee’s rights with respect Warrant Price and number of shares of Common Stock subject to Options granted to such Optionee hereunder the Warrants shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If the Company shall issue or sell either any of its shares of Common Stock shall be subdivided or combined into a greater any rights, options, warrants or smaller number of shares, respectively, obligations or if securities containing the Company shall issue right to subscribe for or purchase any shares of its Common Stock ("Options") or exchangeable for or convertible into shares of Common Stock ("Convertible Securities"), at a price per share, as determined pursuant to Section 10(b) herein, less than the Warrant Price of the Warrants then in effect on the date of such sale or issuance, then the number of shares of Common Stock thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of the Warrant by a stock dividend on its fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately following the issuance of such shares of Common Stock, Options or Convertible Securities plus the number of shares of Common Stock obtainable upon the exercise of the Options and the conversion or exchange of the Convertible Securities and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately preceding the issuance of such shares of Common Stock, Options, or Convertible Securities plus the number of shares of Common Stock which the aggregate consid eration received by the Company upon such issuance would purchase on such date at the Warrant Price then in effect. (b) The following provisions, in addition to other provisions of this Section 10, shall be applicable in determining any adjustment under Section 10(a). (1) If the Company shall at any time after the date hereof issue any Options or Convertible Securities, the following provisions shall apply in making any adjustment pursuant to this Section 10: (i) The price per share for which Common Stock is issuable upon the exercise of the Options or upon conversion or exchange of the Convertible Securities shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, by (B) the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (ii) In determining the price per share for which Common Stock is issuable upon exercise of the Options or conversion or exchange of the Convertible Securities as set forth in Section 10(b) (1) (i) and in computing any adjustment pursuant to Section 10(a), (A) the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities shall be considered to be outstanding at the time such Options or Convertible Securities were issued and to have been issued for such price per share as determined pursuant to Section 10(b)(1) (i), and (B) consideration for the issuance of such Options or Convertible Securities and the amount of additional consideration payable to the Company upon exercise of such Options or upon the conversation or exchange of such Convertible Securities shall be determined in the same manner as the consideration received upon the issuance or sale of shares of Common Stock as provided in paragraph 10(b) (1) and 10(b) (2). (iii) On the expiration of such Options or the termination of any right to convert or exchange any Convertible Securities, the number of shares of Common Stock deliverable issuable upon exercise of the Warrants shall forthwith be readjusted to such number of shares of Common Stock as would have been obtained had the adjustments made upon the issuance of such Options or Convertible Securities been made upon the basis of the delivery of only that number of shares of Common Stock actually delivered and the consideration actually paid upon the exercise of such Options or upon conversion or exchange of such Convertible Securities. (iv) If the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise minimum purchase price per share of Common Stock provided for in any Option or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock shall change or a different purchase price or rate shall become effective at any time or from time to reflect such subdivision, combination or stock dividend, as applicable; time (b) If the Company is to be consolidated with or acquired by another entity other than pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate antidilution provision for the continuation of such Options by substituting on an equitable basis for or Convertible Securities), then, upon such change becoming effective the shares then subject to such Options the consideration payable with respect to the outstanding shares number of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to the Warrants shall forthwith be increased or decreased to such number of shares as would have been obtained had the adjustments made upon the granting or issuance of such Options over or Convertible Securities been made upon the basis of (A) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (B) the granting or issuance at the time of such change of any such Options or Convertible Securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price thereof;or rate of exchange or conversion. (c2) In Except as otherwise specifically provided herein, the event date of a recapitalization issuance or reorganization sale of shares of Common Stock shall be deemed to be the date the Company (other than a transaction described in Section 9(b) above) pursuant is legally obligated to which securities of the Company or of another corporation are issued with respect to the outstanding issue such shares of Common Stock, the Optionee upon exercising the Options shall be entitled or pursuant to receive for the purchase price paid upon such exerciseparagraph 10(b)(1), the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by date the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject is legally obligated to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.issue any

Adjustments. Upon 8.1 In the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if event that the Company shall issue any (i) pay a dividend in, or make a distribution of, shares of capital stock or other securities (including, without limitation, any rights or options to subscribe to or purchase any additional shares of any class of its capital stock, any evidence of its indebtedness or assets, or any other rights or options) on its outstanding Common Stock as a stock dividend on Stock, (ii) subdivide its outstanding shares of Common StockStock into a greater number of such shares or (iii) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of Shares purchasable upon the exercise of this Warrant shall be adjusted so that upon the subsequent exercise of this Warrant, the Warrant Holder shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock and other securities (of one or more classes) which such holder would have owned or would have been entitled to receive immediately following the happening of any of the events described above had this Warrant been exercised in full immediately prior to the record date with respect to such event. Any adjustment made pursuant to this Section shall, in the case of a dividend or distribution of stock or other securities, become effective as of the record date therefor and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Section, the Warrant Holder shall become entitled to receive shares or other units of two or more classes of capital stock or other securities of the Company upon a subsequent exercise hereof, the Board of Directors of the Company (whose reasonable determination shall be conclusive and, upon request by the Warrant Holder, shall be evidenced by a certified Board resolution delivered to the Warrant Holder) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. The above provisions of this Section 8.1 shall apply similarly to successive stock dividends, subdivisions and combinations. 8.2 In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Section 8.1 above or Section 8.4 below), any Warrant Holder, upon exercise of this Warrant, shall be entitled to receive, in substitution for the Common Stock to which it would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that it would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if this Warrant had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose reasonable determination shall be conclusive and, upon request by the Warrant Holder, shall be evidenced by a certified Board resolution delivered to the Warrant Holder) shall be made for the application of this Section 8.2 with respect to the rights and interests thereafter of the Warrant Holder (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock or other securities), to the end that this Section 8.2 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of this Warrant for any shares or securities or other property (or cash) thereafter deliverable upon the exercise hereof. The above provisions of this Section 8.2 shall apply similarly to successive reorganizations or recapitalizations. 8.3 Whenever the number of shares of Common Stock or other securities purchasable upon exercise of this Warrant is adjusted as provided in this Section 8, the Company will promptly deliver to the Warrant Holder a certificate signed by a Chairman or co-Chairman of the Options shall be appropriately increased Board or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination President or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations a Vice President of the Company hereunder and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth the number and kind of securities or other property purchasable upon exercise of this Warrant, as so adjusted, stating that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 8, and setting forth a brief statement of the facts accounting for such adjustments; PROVIDED, HOWEVER, that failure to deliver any notice required under this Section 8.3, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 8; and PROVIDED, FURTHER, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 9 hereof. 8.4 In the event of any consolidation or share exchange reorganization of the Company with, or merger of the Company into, another corporation (other than a consolidation, share exchange reorganization or merger which does not result in any reclassification or change of the “Successor Board”outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the entity formed by such consolidation, share exchange reorganization or merger or the person which shall have acquired such property, as the case may be, shall execute and deliver to the Warrant Holder a new warrant providing that the Warrant Holder shall have the right thereafter (until the expiration of this Warrant) shall either (i) make appropriate provision for the continuation to receive, upon exercise of such Options warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, share exchange reorganization, merger, sale or transfer by substituting on an equitable basis for a holder of the shares then subject to such Options the consideration payable with respect to the outstanding number of shares of Common Stock of the Company for which this Warrant might have been exercised immediately prior to such consolidation, share exchange reorganization, merger, sale or transfer. Such new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in connection with this Section 8.4. The above provision of this Section 8.4 shall similarly apply to successive consolidations, share exchange reorganizations, mergers, sales or transfers. 8.5 Irrespective of any adjustments in the number or kind of shares or other securities or property issuable upon exercise of this Warrant, this Warrant and any replacement or balance Warrants thereafter issued may continue to express the same price and number and kind of shares as are stated in the original Warrant. 8.6 The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, to make any computation required under this Section 8, and a certificate signed by such acquisition firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section 8. 8.7 For the purpose of this Section 8, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Restated Articles of Incorporation of the Company, as amended, at the date of this Warrant, or (ii) terminate all Options in exchange for a cash payment equal to the excess any other class of the fair market value stock resulting from successive changes or reclassifications of the shares of such Common Stock subject consisting solely of changes in par value, or from par value to such Options over the exercise price thereof; (c) no par value, or from no par value to par value. In the event that at any time as a result of a recapitalization or reorganization an adjustment made pursuant to this Section 8, the Warrant Holder shall become entitled to receive any shares of capital stock of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, thereafter the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under other shares so receivable upon exercise of this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash Warrant shall be subject to all of the conditions adjustment from time to time in a manner and restrictions applicable on terms as nearly equivalent as practicable to the restricted Common Stock provisions with respect to which the Common Stock contained in this Section 8, and all other provisions of this Warrant, with respect to the Common Stock, shall apply on like terms to any such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardother shares.

Adjustments. Upon the occurrence of any Any and all of the following eventsshares of the Common Stock of the Company which may be acquired by a Warrant holder or his registered assigns as a result of the exercise, the Optionee’s rights with respect to Options granted to such Optionee hereunder in whole or in part, of this Warrant, shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between subject to the Optionee and antidilution adjustments set forth below. It is expressly understood that the Company relating Warrant Price set forth below (before giving effect to such Options:any adjustments) shall mean $6.00 per share of Common Stock. 4 8 (a) If In case the Company shall (i) declare a dividend on its Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock shall be subdivided or combined into a greater or number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares, respectively, or if the Company shall (iv) issue any shares by reclassification of its Common Stock as (including any such reclassification in connection with a stock dividend on its outstanding shares of Common Stockconsolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the warrantholder shall be entitled to receive the kind and aggregate number of shares of Common Stock deliverable upon which it would have owned or would have been entitled to receive after the exercise happening of any of the Options shall be appropriately increased or decreased proportionatelyevents described above on any record date with respect thereto, and appropriate adjustments shall be made in the exercise price per share if this Warrant had been exercised immediately prior to reflect such time such dividend, subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no reclassification occurred. Such adjustment by reason thereof shall be made with respect to, the number successively whenever any event listed above shall occur. If after an adjustment a holder of a Warrant upon exercise of it may receive shares of two or exercise price more classes of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities capital stock of the Company; (e) No fractional shares , the Company shall be issued determine the allocation of the adjusted Warrant Price between the classes of capital stock. After such allocation, the exercise privilege and the Optionee Warrant Price of each class of capital stock shall receive from the Company cash based thereafter be subject to adjustment on the fair market value of the shares of terms comparable to those applicable to Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardSection.

Adjustments. Upon the occurrence The number of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock issuable upon ------------ exercise of the Warrants shall be subdivided adjusted from time to time as follows: (i) In the event that the Company shall (A) pay a dividend or combined make a distribution, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater or number of shares, (C) combine its outstanding Common Stock into a smaller number of shares, respectively, or if then in each such case the Company number of shares issuable upon exercise of this Warrant shall issue any shares be adjusted so that the Holder of its Common Stock as a stock dividend on its outstanding shares of Common Stock, Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Common Stock deliverable upon that such Holder would have owned or have been entitled to receive after the exercise occurrence of any of the Options events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. (ii) No adjustment in the Exercise Price shall be appropriately increased required unless the adjustment would require an increase or decreased proportionatelydecrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and appropriate adjustments taken into account in any subsequent adjustment. All calculations under this Section 6(a) shall be made to the nearest cent or nearest 1/100th of a share. (iii) In the event that, at any time as a result of an adjustment made pursuant to Sections 6(a)(i) and 6(a)(ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the exercise price per share provisions with respect to reflect the Common Stock contained in Sections 6(a) (i) and 6(a)(ii) above, and the other provisions of this Section 6(a) with respect to the Common Stock shall apply on like terms to any such subdivision, combination or stock dividend, as applicable;other shares. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors In case of any entity assuming reclassification of the obligations Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company hereunder with, or merger of the Company into, any other entity, any merger of another entity into the Company (the “Successor Board”) shall either (i) make appropriate provision for the continuation other than a merger that does not result in any reclassification, conversion, exchange or cancellation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition Company), any sale or (ii) terminate transfer of all Options in exchange for a cash payment equal to the excess or substantially all of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities assets of the Company or any compulsory share exchange which does not result in the cashless exercise or cancellation of another corporation are issued with respect this Warrant pursuant to Section 2(b), pursuant to which share exchange the outstanding shares of Common StockStock is converted into other securities, the Optionee upon exercising the Options cash or other property, then lawful provision shall be entitled made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to receive exercise such Warrant only for the purchase price paid kind and amount of securities, cash and other property receivable upon such exercisethe reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock of any class the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or securities convertible into shares share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The Company shall not effect any class such reclassification, consolidation, merger, sale, transfer, share exchange 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 affectassume, by written instrument executed and no adjustment by reason thereof shall be made with respect todelivered to the Holder, the number or obligation to deliver to the Holder upon its exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional Warrant such shares shall of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be issued entitled to purchase and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made other obligations under this Warrant. The provisions of this Section 96(b) shall similarly apply to successive reclassifications, and its determination shall be conclusive. If the Optionee receives securities consolidations, mergers, sales, transfers or cash in connection with a corporate transaction described in Section 9(a), (b) or share exchanges. (c) above as a result of owning such restricted Common Stock, such securities or cash If: (i) the Company shall be subject take any action which would require an adjustment pursuant to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.Section 6(a); or

Adjustments. Upon the occurrence (a) In case of any reclassification of the following eventsSeries C-1 Preferred Stock or change of the Series C-1 Preferred Stock into other shares, or in case of the consolidation, merger, reorganization or amalgamation of the Company with or into any other corporation or entity which results in any reclassification of the Series C-1 Preferred Stock or a change of the Series C-1 Preferred Stock into other shares, or in case of any transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person (any such event being hereinafter referred to as a “Reclassification of Series C-1 Preferred Stock” and any other corporation or entity or person referred to above being hereinafter referred to as a “Successor Company”), at any time prior to the expiry of the Exercise Period, the OptioneeHolder shall, after the effective date of such Reclassification of Series C-1 Preferred Stock, be entitled to receive, and shall accept, in lieu of the number of Warrant Shares to which the Holder was theretofore entitled upon such exercise, the kind and amount of shares and other securities or property that the Holder would have been entitled to receive as a result of such Reclassification of Series C-1 Preferred Stock if, on the effective date thereof, the Holder had been the registered holder of the number of Warrant Shares to which the Holder was theretofore entitled upon such exercise. The Company shall ensure that the Successor Company enters into an agreement with the Holder confirming the Holder’s rights with respect pursuant to Options granted this Section 7(a) and providing for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. (b) If and whenever at any time prior to the expiry of the Exercise Period the Company shall: (i) subdivide or redivide the outstanding Series C-1 Preferred Stock into a greater number of shares; (ii) reduce, combine or consolidate the outstanding Series C-1 Preferred Stock into a lesser number of shares; or (iii) issue Series C-1 Preferred Stock or Convertible Securities to the holders of all or substantially all of the outstanding Series C-1 Preferred Stock by way of a stock dividend or other distribution on the Series C-1 Preferred Stock payable in Series C-1 Preferred Stock or Convertible Securities; (any such Optionee hereunder event being hereinafter referred to as a “Capital Reorganization”) and any such event results in an adjustment in the Exercise Price pursuant to Section 7(c), or if there is a Special Distribution and such Special Distribution results in an adjustment in the Exercise Price pursuant to Section 7(d), the number of Warrant Shares purchasable pursuant to this Warrant shall be adjusted upwards or downwards, as hereinafter provided unless otherwise specifically provided the case may be, contemporaneously with the adjustment of the Exercise Price by multiplying the number of Warrant Shares theretofore purchasable on the exercise hereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment. (c) If and whenever at any time prior to the expiry of the Exercise Period, the Company shall engage in a written agreement between Capital Reorganization, the Optionee Exercise Price shall, in the case of a subdivision, redivision, reduction, combination or consolidation, on the relevant effective date, or in the case of a stock dividend, on the record date, be adjusted by multiplying the Exercise Price in effect on such effective date or record date by a fraction: A. the numerator of which shall be the number of Series C-1 Preferred Stock outstanding before giving effect to such Capital Reorganization; and B. the denominator of which is the number of Series C-1 Preferred Stock outstanding after giving effect to such Capital Reorganization including after giving effect to the deemed conversion into or exchange for Series C-1 Preferred Stock of any Convertible Securities distributed by way of stock dividend or other such distribution referred to above. Such adjustment shall be made successively whenever any event referred to in this Section 7(c) shall occur. Any such issue of Series C-1 Preferred Stock by way of a stock dividend shall be deemed to have been made on the record date fixed for such stock dividend for the purpose of calculating the number of outstanding Series C-1 Preferred Stock. (d) Other than in connection with a Capital Reorganization, if and whenever at any time prior to the expiry of the Exercise Period, the Company relating shall fix a record date for the distribution to such Optionsall or substantially all the holders of Series C-1 Preferred Stock of: (ai) If the shares of Common any class, whether of the Company or any other corporation: (ii) rights, options or warrants; (iii) evidences of indebtedness; or (iv) other assets or property (excluding cash dividends paid to the holders of Series C-1 Preferred Stock in accordance with the Certificate of Incorporation); (any such event being hereinafter referred to as a “Special Distribution”) the Exercise Price shall be subdivided or combined into 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 greater or smaller number fraction: (v) the numerator of shares, respectively, or if which shall be the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, amount by which: A. the amount obtained by multiplying the number of shares of Common Series C-1 Preferred Stock deliverable upon outstanding on such record date by the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price Fair Market Value per share to reflect of Series C-1 Preferred Stock on such subdivision, combination or stock dividend, record date; exceeds B. the fair market value as applicable; (b) If the Company is to be consolidated with or acquired determined by another entity pursuant to an acquisition, resolution of the board of directors of the Company, subject to the prior consent of any entity assuming stock exchange or market upon which the obligations of the Company hereunder Series C-1 Preferred Stock or Common Stock are listed and posted for trading or quoted on (the each, an “Successor BoardExchange”) shall either (i) make appropriate provision for the continuation ), if required, of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect Special Distribution to the outstanding shares holders of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof;Series C-1 Preferred Stock; and (cvi) In the event denominator of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company total number of shares of Common Series C-1 Preferred Stock outstanding on such record date multiplied by such Fair Market Value per share of any class or securities convertible into shares of Common Series C-1 Preferred Stock of any class shall affect, and no on such record date. Such adjustment by reason thereof shall be made with respect tosuccessively whenever such a record date is fixed. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the number Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or exercise price of shares subject to Options. No adjustments shall be made for dividends if such expired rights, options or other distributions paid in cash or in property other than securities of the Company;warrants had not been issued. (e) No fractional shares In any case in which this Section 7 shall be issued require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Holder, upon the exercise of this Warrant after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustment and the Optionee shall right to receive from the Company cash based any distributions made on the fair market value of the shares of Common Stock in lieu of such fractional shares; oradditional Warrant Shares on and after such exercise. (f) The Board adjustments provided for in this Section 7 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and shall apply (without duplication) to successive Reclassifications of Series C-1 Preferred Stock, Capital Reorganizations and Special Distributions, provided that, notwithstanding any other provision of this Section 7, no adjustment of the Exercise Price shall be required unless such adjustment would require a decrease or increase of at least 1% of the Successor Board shall determine the specific Exercise Price then in effect (provided, however, that any adjustments that by reason of this paragraph are not required to be made under shall be carried forward and taken into account in any subsequent adjustment). (g) No adjustment in the number of Warrant Shares which may be purchased upon exercise of this Warrant or in the Exercise Price shall be made pursuant to this Warrant certificate if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised this Warrant for Warrant Shares prior to the effective date or record date of such event, such participation subject to the prior consent of any stock exchange, if required. (h) As a condition precedent to the taking of any action that would require an adjustment in the subscription rights pursuant to this Warrant certificate, including the Exercise Price and the number of classes of shares or other securities or property that are to be received upon the exercise thereof, the Company shall take any corporate action that may, in the opinion of counsel, be necessary in order that the Company has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares of such classes or other securities or may validly and legally distribute the property that the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) At least 14 days prior to the effective date or record date, as the case may be, of any event that requires an adjustment in the subscription rights pursuant to this Warrant certificate, including the Exercise Price and the number and classes of shares or other securities or property that are to be received upon the exercise thereof, the Company shall give notice to the Holder of the particulars of such event and the required adjustment. (j) If any event occurs in respect of which the foregoing provisions of this Section 97 may not be applicable but which could have an effect on the Series C-1 Preferred Stock or the purchase rights applicable to this Warrant certificate, then the board of directors of the Company shall make such adjustments as are necessary in accordance with the essential intent and its determination principles of such provisions, as shall be conclusive. If reasonably necessary, in the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result good faith opinion of owning such restricted Common Stock, such securities or cash shall be subject to all board of directors of the conditions and restrictions applicable Company, to protect the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardpurchase rights of this Warrant certificate.

Adjustments. Upon The Warrant Price and the occurrence number and kind of any securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the following happening of certain events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In case the Company shall (i) pay a dividend in shares of Common Stock shall be subdivided or combined into make a greater or smaller number of shares, respectively, or if the Company shall issue any distribution in shares of its Common Stock as a stock dividend on Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any 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) In case the Company shall issue rights, options or warrants to all or substantially all holders of its shares of 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 Current Market Price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock deliverable upon outstanding on the exercise date of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation issuance of such Options by substituting on an equitable basis for rights, options or warrants plus the shares then subject to such Options the consideration payable with respect to the outstanding number of additional shares of Common Stock offered for subscription or purchase, and of which the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to denominator shall be the excess number of the fair market value of the shares of Common Stock subject outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such Current Market Price. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such Options over the exercise price thereof;rights, options or warrants. (c) In the event of a recapitalization or reorganization of case the Company shall distribute to all or substantially all holders of its shares of Common Stock evidences of its indebtedness or assets (other than a transaction described excluding cash dividends or distributions out or earnings) or rights, options or warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in Section 9(bparagraph (b) above), then in each such case the number of Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Current Market Price per share of Common Stock (as defined in paragraph (d) pursuant to below) on the date of such distribution, and of which securities of the Company or of another corporation are issued with respect to the outstanding shares denominator shall be such Current Market Price per share of Common Stock, less the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; then fair value (d) Except as expressly provided herein, no issuance determined by the Company Board of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities Directors of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its whose determination shall be conclusive. If ) of the Optionee receives portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result applicable to one share of owning such restricted Common Stock, such securities or cash . Such adjustment shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.made

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock Company shall be subdivided at any time increase or combined into a greater or smaller decrease the number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock or change in any way the rights and privileges of such shares by means of a stock dividend or any other distribution upon such shares payable in shares of Common Stock, or through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the outstanding shares of Common Stock (hereinafter a "capital restructuring"), then upon the occurrence of a capital restructuring, the number of shares of Common Stock deliverable upon the exercise of the Options each unvested Installment shall be appropriately increased increased, decreased or decreased proportionatelychanged in like manner as if the number of shares of Common Stock of each unvested Installment had been issued, outstanding, fully paid and appropriate adjustments shall be made in non-assessable at the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;record date for the capital restructuring. (b) If In the event that the Company is to be merged or consolidated with another corporation and the Company is not the surviving corporation, or if all or substantially all of the assets or more than 50 percent of the outstanding shares of Common Stock of the Company is acquired by another any other corporation, business entity pursuant to an acquisitionor person, or in case of a reorganization (other than a reorganization under the United States Bankruptcy Code) or liquidation of the Company, and if the provisions of subparagraph (c) hereof do not apply, the Board of Directors, or the board of directors of any entity corporation assuming the obligations of the Company hereunder (the “Successor Board”) Company, shall either (i) make appropriate provision for the adoption and continuation of such Options this Agreement by substituting the acquiring or successor corporation and for the protection of Grantee by the substitution on an equitable basis for of appropriate stock of the shares then subject to such Options Company or of the consideration payable merged, consolidated or otherwise reorganized corporation which will be issuable with respect to the any outstanding shares Installment, provided that no additional benefits shall be conferred upon Grantee as a result of Common Stock of the Company in connection with such acquisition substitution, or (ii) terminate upon written notice to Grantee, the Board of Directors, in its sole discretion, if it so elects, may accelerate the vesting of any unvested Installment so that all Options in exchange for a cash payment equal unvested Installments are fully vested and payable prior to the excess of the fair market value of the shares of Common Stock subject to any such Options over the exercise price thereof;event. (c) In the event of a recapitalization or reorganization change in control of the Company (other than a transaction described as defined below, then the Board of Directors may, in Section 9(b) above) pursuant to which securities its sole discretion, if it so elects, take any of the Company following actions: (i) accelerate the vesting of the unvested Installments so that the unvested Installments become fully vested and payable, which acceleration may be conditional upon the occurrence of subsequent events including, without limitation, a change in control, and may be made irrevocable, either conditionally or of another corporation are issued with respect unconditionally; and (ii) make any other adjustments or amendments to the outstanding shares unvested Installments as the Board of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;Directors deems appropriate. (d) Except as expressly provided hereinFor purposes of this Agreement, no issuance by the Company of shares of Common Stock of a "change in control" shall mean any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the events specified in the Company;'s Income Continuance Plan or any successor plan which constitute a change in control within the meaning of such plan. (e) No fractional shares Any adjustments under this paragraph shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardof Directors whose determination with regard thereto shall be final and binding on all parties.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares Except as otherwise provided in this Article 7 and subject to all other provisions of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stockthis Agreement, the number Parties will adjust and apportion expenditures and revenues of shares of Common Stock deliverable upon the exercise every kind and nature incurred, payable or paid in respect of the Options shall be appropriately increased or decreased proportionatelyAssets including royalties, property taxes, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividendtaxes and assessments (other than income taxes), as applicable;at the Closing Time. (b) If The Vendors are entitled to the Company is revenues and benefits from the ownership and operation of the Assets accrued prior to be consolidated with or acquired by another entity pursuant the Closing Time and are responsible for and will pay for the expenditures pertaining to an acquisitionthe ownership, operation and development of the Assets incurred prior to the Closing Time; provided, however, that following the date of this Agreement until the Closing Date, the board of directors of any entity assuming Vendors may continue to acquire Leases on lands included within the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options area covered by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect one or more Prospects, and to the outstanding shares of Common Stock of extent that the Company Vendors continue to incur and pay costs and expenses in connection with the acquisition of Additional Leases and the maintenance of Leases already held by the Vendors (both of which are contemplated to occur), the Vendors shall be entitled to reimbursement as provided in Section 2.3; provided that the Vendors shall not incur such acquisition or (ii) terminate all Options cost in exchange for a cash payment equal to the excess of $2,000,000 in the fair market value aggregate or $200,000 in any individual incurrence without the prior consent of the shares of Common Stock subject to such Options over the exercise price thereof;Purchaser. (c) In The Purchaser is entitled to the event of a recapitalization or reorganization revenues and benefits from the ownership and operation of the Company (other than a transaction described in Section 9(b) above) pursuant Assets accrued from and after the Closing Time and is responsible for and will pay for the expenditures pertaining to which securities the ownership, operation and development of the Company or of another corporation are issued with respect Assets incurred from and after the Closing Time, subject to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization;Participation Agreement. (d) Except as expressly provided hereinTo the extent that any of the Leases in a Prospect terminates, for any reason, prior to the Closing, there shall be a downward adjustment of the cash consideration payable to the Vendors based upon the acquisition and maintenance costs attributable to the terminated Lease; provided, however, that if the downward adjustment is less than $20,000, there shall be no issuance downward adjustment, anything in the foregoing to the contrary notwithstanding. Prior to the Closing Time, each of the Vendors shall deliver to the Purchaser a written interim statement of obligations and commitments, including all applicable taxes, surface and mineral lease bonus, rentals and any similar payments made or required to be made by any of the Company Vendors to purchase or to preserve any of shares of Common Stock of the Leases or any class or securities convertible into shares of Common Stock of any class shall affectEasement, under this Agreement, including lease brokers’ expenses, legal fees and other related costs, and no adjustment by reason thereof shall each of the Vendors will make available to representatives of the Purchaser all information necessary for the Purchaser to confirm the calculations in the statement as included in Schedule “E”. The Parties will cooperate in settling the adjustments and payment to be made with respect toon an interim basis, and the number or exercise price of shares subject to Options. No adjustments shall amount so agreed will be made employed for dividends or other distributions paid in cash or in property other than securities the purposes of the Company;Closing and completion of the transactions contemplated by this Agreement. (e) No fractional shares shall Within 60 days following the Closing Time, the Parties will cooperate in preparing a final statement of all obligations, commitments and payments to be issued made pursuant to this Agreement. Upon agreement as to all adjustments and payments to be made, the Optionee shall receive from net amount will be remitted by the Company cash based on Party who in the fair market value of the shares of Common Stock in lieu of such fractional shares; ornet result is obliged to make payment. (f) Notwithstanding the preceding subsection, each Party will have the right, within the later of three months following the distribution of the final statement of adjustments by the Vendors or six months following the Closing Time, to examine, copy and audit the records of the other relative to the Assets for the purpose of effecting or verifying adjustments required under this Article. The Board auditing Party will, upon reasonable notice, conduct that audit at its sole expense during normal business hours at the offices of the audited Party or at such other premises where those records are maintained. Any material claims of discrepancies disclosed by that audit will be made in writing to the Successor Board shall determine audited Party within two months following the specific adjustments completion of that audit. That Party will respond in writing to any such claims within three months of the receipt of notice of those claims. (g) All payments made after the Closing Time are to be made under this Section 9paid within 30 days after the amount is determined and, and its determination shall be conclusive. If if not paid within the Optionee receives securities or cash in connection with 30 days, will thereafter bear interest until paid at a corporate transaction described in Section 9(a), (b) or (c) above as a result rate of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable interest equal to the restricted Common Stock with respect Prime Rate plus 1% compounded annually. (h) Notwithstanding when Closing occurs, the Vendors shall perform the accounting and continue to collect, prepare, file and complete the information, reports, forms and documents normally required to be collected, prepared, filed and completed in the ordinary course of business for the entire month in which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardClosing occurs.

Adjustments. Upon In the occurrence of any of the following eventsevent that, the Optionee’s rights with respect prior to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionWarrant, the board outstanding Common Shares are changed into or exchanged for a different number or kind of directors of any entity assuming the obligations interests of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to a successor entity or the outstanding shares holder of Common StockShares shall receive additional Common Shares or other securities or property of the Company or a successor entity, in each case by reason of a merger, consolidation, reorganization, recapitalization, reclassification, share dividend, share split or other special distribution, combination of interests or other similar event, an appropriate and equitable adjustment in the number and kind of consideration issuable upon exercise of the Warrant shall be made so that, after such event, the Optionee Shares issuable upon exercising exercise of the Options Warrant (assuming the exercise of the Warrant in its entirety) shall be entitled to receive for represent the purchase price paid upon same potential ownership interest in the Company or successor entity immediately after such exerciseevent as it represents immediately before such event, or, if other consideration is received by a holder of Common Shares, the securities such Optionee Holder of a Warrant will receive, upon exercise of the Warrant, the same consideration it would have received if such Optionee it had exercised such Optionee’s Options Warrant immediately prior to the event or action. Such adjustment shall be made without change in the total price applicable to exercise of the Warrant (except for any change in the aggregate price resulting from rounding-off) and with any necessary corresponding adjustment in the purchase price per Share. In no event shall the Shares include any fractional interests, but any fractions resulting from any such adjustments shall be rounded up to the nearest whole interest. In case the Company shall sell and issue Common Shares or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares, excluding any securities (including options) issued to Trust Managers and employees pursuant to a share incentive plan approved by the Board of Trust Managers) (collectively, except as aforesaid, "Common Share Rights"), at a price per Common Share (determined, in the case of Common Share Rights, by dividing (X) the total amount receivable by the Company in consideration of the sale and issuance of such Common Share Rights, plus the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (Y) the total number of Common Shares covered by such Common Share Rights) that is lower than $2.00, the Holder's Exercise Price 5 then in effect shall be multiplied by a fraction, the numerator of which shall be the sum of (A) the number of Common Shares outstanding immediately prior to such recapitalization sale and issuance plus (B) the number of Common Shares which the aggregate consideration received (determined as provided below) for such sale or reorganization; (d) Except issuance would purchase at the Holder's Exercise Price then in effect and the denominator of which shall be the number of Common Shares outstanding immediately prior to such issuance plus the number of Common Shares to be sold and issued or issuable upon exercise of such Common Share Rights. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of any adjustment under this Section, the Common Shares which are held by the holder of any Common Share Rights shall be deemed to be issued and outstanding as expressly provided herein, no of the date of such sale and issuance and the consideration received by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof therefor shall be made with respect todeemed to be the consideration or premiums stated in such Common Share Rights to be paid for the Common Shares covered thereby. In the case the Company shall sell and issue Shares or Common Share Rights for a consideration consisting, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash whole or in part, of property other than securities of cash or its equivalent, then in determining the "price per Common Share" and the "consideration received by the Company; (e) No fractional shares " for purposes of this Section, the value of such property shall be issued determined in good faith by the Board of Trust Managers. In case the Company shall sell and issue Common Share Rights together with one or more other securities as part of a unit at a price per unit, then in determining the "price per Common Share" and the Optionee "consideration received by the Company" for purposes of this Section, the Board of Trust Managers shall receive from the Company cash based on determine, in good faith, the fair market value of the shares of Common Stock in lieu Share Rights then being sold as part of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardunit.

Adjustments. Upon (a) In the occurrence of event that at any time prior to the expiration of the following eventsOption each of the outstanding Shares (except Shares held by dissenting shareholders) shall be converted into or exchanged for a different number or kind of shares of stock or other securities of Biopure, or exchanged for other property, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then for all purposes of the Optionee’s rights Option there shall be substituted for each Optioned Share purchasable thereunder the number and kind of shares of stock or other securities into which each such Share shall be so changed, or for which each such Share shall be so exchanged, and the shares or securities so substituted for each such Share shall be subject to purchase at the aggregate exercise price, as above provided. In the event that Biopure shall issue a stock dividend in Shares with respect to Options granted to such Optionee hereunder the Shares, the number of Optioned Shares shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between by adding to each such Optioned Share the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock Shares which would have been distributed as a stock dividend thereon had such Optioned Share been outstanding on its the record date for payment of the stock dividend, and the Optioned Shares together with said additional Shares shall be purchasable at the aggregate exercise price, as above provided. In the event that there shall be any other change in the number or kind of outstanding Shares or other securities of Biopure, or of any shares of Common Stockstock or other securities into which Shares shall have been changed or for which they shall have been exchanged, then the Board of Directors of Biopure shall make such adjustment in the number or kind of shares of Common Stock deliverable upon stock or other securities subject to purchase at the aggregate exercise of price, as above provided, as the Options Board in its sole discretion may determine is equitably required by such change, and such adjustment so made shall be appropriately increased or decreased proportionatelyeffective and binding for all purposes of this Option. Anything to the contrary herein notwithstanding, and appropriate adjustments MOPAC shall not be made in entitled to purchase a fraction of a Share under the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;Option. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder Notwithstanding paragraph (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(ba) above) pursuant to which securities of the Company , if Biopure shall liquidate or of another corporation are issued with respect to the outstanding shares of Common Stockdissolve, the Optionee upon exercising the Options or shall be entitled a party to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization a merger or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock consolidation with respect to which Biopure shall not be the surviving corporation, Biopure shall give written notice thereof to the Optionee at least thirty days prior to the effective date of the liquidation, dissolution, merger or consolidation, as the case may be, it being contemplated that such securities 30-day time frame shall be sufficient time for MOPAC to exercise the option. To the extent that the Option shall not have been exercised on or cash were issuedprior to the effective date of such liquidation, unless otherwise determined by dissolution, merger or consolidation, the Board or the Successor BoardOption shall terminate on such effective date.

Adjustments. Upon In addition to the occurrence adjustment to the total number of shares of Common Stock purchasable upon exercise of the Option pursuant to Section 1(b), the total number of shares of Common Stock purchasable upon the exercise of the Option and the Option Price shall be subject to adjustment from time to time as follows: In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise of the following eventsOption, and the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Price therefor, shall be adjusted as hereinafter provided unless otherwise specifically provided appropriately adjusted, and proper provision shall be made in a written agreement between the Optionee agreements governing any such transaction, so that (i) any Holder shall receive upon exercise of the Option the number and the Company relating to class of shares, other securities, property or cash that such Options: (a) If Holder would have received in respect of the shares of Common Stock shall be subdivided or combined into a greater or smaller number purchasable upon exercise of shares, respectively, or the Option if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding Option had been exercised and such shares of Common StockStock had been issued to such Holder immediately prior to such event or the record date therefor, as applicable, and (ii) in the event any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock deliverable purchasable upon exercise of the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made Option (as adjusted on account of any of the foregoing changes in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisitionCommon Stock), the board number of directors of any entity assuming shares so purchasable equals the obligations Maximum Applicable Percentage of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and outstanding immediately after the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu consummation of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardchange.

Adjustments. Upon the occurrence of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If prior to the shares exercise of Common Stock shall be subdivided or combined into a greater or smaller number of sharesany Class C Warrants, respectively, or if the Company shall issue any have effected one or more stock split-ups, stock dividends or other increases or reductions of the number of shares of its the Common Stock as outstanding without receiving compensation therefor in money, services or property, the number of Shares subject to the Class C Warrants shall (i) if a stock dividend on its net increase shall have been effected in the number of outstanding shares of the Common Stock, be proportionately increased, and the Exercise Price payable per Share shall be proportionately reduced, and, (ii) if a net reduction shall have been effected in the number of outstanding shares of the Common Stock, be proportionately reduced and the Exercise Price payable per Share be proportionately increased. (b) In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in paragraph 13(a) above or paragraph 13(c) below), any Warrant Holder, upon exercise of any Class C Warrants, shall be entitled to receive, in substitution for the Common Stock to which the Warrant Holder would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that the Warrant Holder would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Class C Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 13 with respect to the rights and interests thereafter of the Warrant Holders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 13 (including the adjustments of the number of shares or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Class C Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Class C Warrants. (c) In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Warrant Agent a supplemental warrant agreement providing that the holder of each Class C Warrant then outstanding shall have the right thereafter (until the expiration of such Class C Warrant) to receive, upon exercise of such Class C Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of which such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would Class C Warrant might have received if such Optionee had been exercised such Optionee’s Options immediately prior to such recapitalization consolidation, merger, sale or reorganization;transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 13. The above provision of this Subsection shall similarly apply to successive consolidations, mergers, sales or transfers. (d) Except as expressly provided hereinThe Company may, no issuance by in its sole discretion, lower the Company of shares of Common Stock of Exercise Price at any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable time prior to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor BoardExpiration Date for a period of not less than 20 days.

Adjustments. Upon The number of Shares deliverable upon the occurrence of any exercise of the following events, Option will be subject to adjustment in the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided events and in a written agreement between the Optionee and the Company relating to such Optionsmanner following: (a) If in the shares event of Common Stock shall be subdivided any subdivision or combined subdivisions of the Shares of the Company as such Shares are constituted on the date of this agreement, at any time while the Option is in effect, into a greater or smaller number of sharesShares, respectively, or if the Company shall issue will thereafter deliver and the Optionee will accept at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Shares as result from such subdivision or subdivisions without the Optionee making any shares additional payment or giving any other consideration therefor; (b) in the event of its Common Stock any consolidation or consolidations of the Shares of the Company as such Shares are constituted on the date of this agreement, at any time while the Option is in effect, into a stock dividend lesser number of Shares, the Company will thereafter deliver and the Optionee will accept at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Shares as result from such consolidation or consolidations; (d) in the event of any change of the Shares of the Company as such Shares are constituted on its outstanding shares the date of Common Stockthis agreement, at any time while the Option is in effect, the Company will thereafter deliver and the Optionee will accept at the time of purchase of Optioned Shares hereunder, the number of shares of Common Stock the appropriate class resulting from the said change as the Optionee would have been entitled to receive in respect of the number of Optioned Shares so purchased had the right to purchase been exercised before such change; (e) in the event of any capital reorganization, reclassification or change of outstanding Shares (other than change in the par value thereof) of the Company or in the event of any consolidation, merger or amalgamation of the Company with or into any other corporation or in the event of any sale of the property of the Company as or substantially as an entirety at any time while the Option is in effect, the Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of Shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result of such capital reorganization, reclassification or change of outstanding shares. The subdivision or consolidation of Shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification or a change of the capital of the Company for the purposes of this paragraph 7(d); (f) the adjustments provided for in this paragraph 7 are cumulative; (g) the Company will not be required to issue fractional Shares in satisfaction of its obligations under this agreement and any fractional interest in a Share that would, except for the provisions of this paragraph 7(f), be deliverable upon the exercise of the Options shall Option will be appropriately increased or decreased proportionately, cancelled and appropriate adjustments shall not be made in deliverable by the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;Company; and (bh) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of if any entity assuming the obligations of the Company hereunder (the “Successor Board”) questions shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable at any time arise with respect to the outstanding shares exercise price or number of Common Stock Shares deliverable upon exercise of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common StockOption, such securities or cash shall questions will be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise conclusively determined by the Board or Company’s auditors, or, if they decline to so act, any other firm of chartered accountants in Vancouver, British Columbia that the Successor BoardCompany may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Optionee.

Adjustments. Upon In addition to the occurrence adjustment to the total number of any Option Shares pursuant to Section 1(b) and the adjustment to the Option Price pursuant to Section 1(c), the total number of Option Shares purchasable upon the exercise of the following events, Option hereof and the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Price shall be adjusted subject to adjustment from time to time as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Optionsfollows: (a) If In the event of any change in the outstanding shares of Common Stock by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of Option Shares purchasable upon exercise of the Option shall be subdivided or combined into a greater or smaller appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) Grantee shall receive upon exercise of the Option the number and class of shares, respectivelyother securities, property or cash that Grantee would have received in respect of the Option Shares purchasable upon exercise of the Option if the Company shall issue Option had been exercised and such Option Shares had been issued to Grantee immediately prior to such event or the record date therefor, as applicable; and (ii) in the event any shares of its Common Stock as a stock dividend on its outstanding additional shares of Common StockStock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of Option Shares purchasable upon exercise of the Option shall be increased so that, after such issuance the number of Option Shares so purchasable equals the Maximum Applicable Percentage of the number of shares of Common Stock deliverable upon issued and outstanding immediately after the exercise consummation of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;change; and (b) If Whenever the Company number of Option Shares purchasable upon exercise hereof is to be consolidated with or acquired by another entity pursuant to an acquisitionadjusted as provided in this Section 7, the board Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange for a cash payment which is equal to the excess number of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect Option Shares purchasable prior to the outstanding shares adjustment and the denominator of Common Stock, the Optionee upon exercising the Options shall be entitled which is equal to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of Option Shares purchasable after the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardadjustment.

Adjustments. Upon The adjustments described in this Section 8 shall be made to the Option in the event of the occurrence of any of the following eventsevents described in Subsections 8(a), the Optionee’s rights with respect to Options granted to 8(b) or 8(c) irrespective of whether such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided event results in a written agreement between the Optionee and the Company relating to such OptionsChange of Control Transaction as defined in Section 15.i: (a) If 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 Common Stock shall be subdivided the Company or combined into of another corporation, by reason of a greater or smaller number recapitalization, reclassification, stock split-up, combination of shares, respectivelyor dividend or other distribution payable in capital stock, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments adjustment shall be made by the Board in the exercise 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 to reflect such subdivision, combination or stock dividend, as applicable;share. (b) If In the Company is 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 consolidated with or acquired fixed by another entity pursuant to an acquisitionthe Board, the board of directors of any entity assuming the obligations provided that not less than thirty (30) days' written notice of the Company hereunder (date so fixed shall be given to Option Holder and Option Holder shall have the “Successor Board”) shall either (i) make appropriate provision for right during such period to exercise the continuation of such Options by substituting on an equitable basis for the shares then subject Option as to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition all or (ii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value any part of the shares covered thereby, including shares as to which such Option would not otherwise be exercisable by reason of Common Stock subject to such Options over the exercise price thereof;an insufficient lapse of time. (c) In the event of a recapitalization or reorganization of Reorganization (as hereinafter defined) in which the Company (other than a transaction described is not the surviving or acquiring company, or in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; is or (f) The Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.

Adjustments. Upon the occurrence The number of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Shares shall be appropriately adjusted as hereinafter provided unless otherwise specifically provided for any increase or decrease in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise issued and outstanding common stock of the Options shall be appropriately increased Fox Family Worldwide resulting from a subdivision or decreased proportionatelyconsolidation of shares, and appropriate adjustments shall be made whether through reorganization, recapitalization, stock split-up, stock distribution or combination of shares, or payment of a share dividend or other increase or decrease in the exercise number of such shares outstanding effected without receipt of consideration by Fox Family Worldwide. In the event of such adjustment, the purchase price per share for the Option Shares as so adjusted shall be adjusted by dividing an amount equal to reflect such subdivision(A) the aggregate exercise price for the Option Shares, combination or stock dividendplus (B) the First Advance and Second Advance, as applicable; less (bC) If the Company is any amounts previously paid to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the Company hereunder exercise Options (the “Successor Board”"Adjusted Price") shall either (i) make appropriate provision for by the continuation number of such Options by substituting on Option Shares as so adjusted. Upon a merger or consolidation of Fox Family Worldwide in which Fox Family Worldwide is not the surviving corporation or an equitable basis for the shares then subject to such Options the consideration payable with respect to exchange of all of the outstanding shares of Common Stock common stock of Fox Family Worldwide or all or a substantial portion of the Company in connection with such acquisition or (ii) terminate all Options in exchange assets of Fox Family Worldwide for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect or equity interests in a partnership, limited partnership, limited liability company or other entity (any such corporation and any such entity is referred to the outstanding shares of Common Stockin this subparagraph (vi) as a "corporation"), the Optionee upon exercising the Options successor or exchanging corporation shall assume all obligations under this Agreement and such option shall be entitled to receive converted into an option for a number of shares or other equity interests of the purchase price paid upon successor or exchanging corporation (or cash, property or such exercise, the securities such Optionee other consideration) that Employee would have received if Employee had owned the Option Shares on the effective date of such Optionee had exercised transaction, and the purchase price per share of the stock or other equity interests of the successor or exchanging corporation under such Optionee’s Options prior converted option shall be equal to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance the Adjusted Price divided by the Company number of shares of Common Stock the stock or other equity interests of any class such successor or securities convertible into shares exchanging corporation to which the converted option applies (if, following such merger, consolidation or exchange, Employee would receive non-share (or other equity interest) consideration upon exercise of Common Stock the option, the purchase price to be paid upon exercise of any class shall affect, and no adjustment by reason thereof the option shall be made with respect toequal to the Adjusted Price multiplied by a fraction equal to that portion of the option then being exercised). Upon the dissolution or liquidation of Fox Family Worldwide other than following an asset transfer subject to this subparagraph (vi), the number or exercise price of shares subject to Options. No adjustments Option granted hereunder shall be made for dividends or other distributions paid in cash or in property other than securities expire as of the Company; (e) No fractional shares shall be issued and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu effective date of such fractional shares; or transaction, provided, however, that Fox Family Worldwide shall give at least sixty (f60) The Board or the Successor Board days prior written notice of such event to Employee during which time he shall determine the specific adjustments have a right to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardexercise his unexercised vested option.

Adjustments. Upon the occurrence The number of any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating to such Options: (a) If the shares of Common Stock issuable upon ------------ exercise of the Warrants shall be subdivided adjusted from time to time as follows: (i) In the event that the Company shall (A) pay a dividend or combined make a distribution, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater or number of shares, (C) combine its outstanding Common Stock into a smaller number of shares, respectively, or if then in each such case the Company number of shares issuable upon exercise of this Warrant shall issue any shares be adjusted so that the Holder of its Common Stock as a stock dividend on its outstanding shares of Common Stock, Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Common Stock deliverable upon that such Holder would have owned or have been entitled to receive after the exercise occurrence of any of the Options events described above had such Warrant been exercised immediately prior to the occurrence of such event An adjustment made pursuant to this Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. (ii) No adjustment in the Exercise Price shall be appropriately increased required unless the adjustment would require an increase or decreased proportionatelydecrease of at least 1% in the Exercise Price then in effect, provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and appropriate adjustments taken into account in any subsequent adjustment. All calculations under this Section 6(a) shall be made to the nearest cent or nearest 1/100th of a share. (iii) In the event that, at any time as a result of an adjustment made . pursuant to Sections 6(a)(i) and 6(a)(ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the exercise price per share provisions with respect to reflect the Common Stock contained in Sections 6(a)(i) and 6(a)(ii) above, and the other provisions of this Section 6(a) with respect to the Common Stock shall apply on like terms to any such subdivision, combination or stock dividend, as applicable;other shares. (b) If the Company is to be consolidated with or acquired by another entity pursuant to an acquisition, the board of directors In case of any entity assuming reclassification of the obligations Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company hereunder with, or merger of the Company into, any other entity, any merger of another entity into the Company (the “Successor Board”) shall either (i) make appropriate provision for the continuation other than a merger that does not result in any reclassification, conversion, exchange or cancellation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with such acquisition Company), any sale or (ii) terminate transfer of all Options in exchange for a cash payment equal to the excess or substantially all of the fair market value of the shares of Common Stock subject to such Options over the exercise price thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities assets of the Company or any compulsory share exchange which does not result in the cashless exercise or cancellation of another corporation are issued with respect this Warrant pursuant to Section 2(b), pursuant to which share exchange the outstanding shares of Common StockStock is converted into other securities, the Optionee upon exercising the Options cash or other property, then lawful provision shall be entitled made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to receive exercise such Warrant only for the purchase price paid kind and amount of securities, cash and other property receivable upon such exercisethe reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company number of shares of Common Stock of any class the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or securities convertible into shares share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The Company shall not effect any class such reclassification, consolidation, merger, sale, transfer, share exchange 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 affectassume, by written instrument executed and no adjustment by reason thereof shall be made with respect todelivered to the Holder, the number or obligation to deliver to the Holder upon its exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional Warrant such shares shall of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be issued entitled to purchase and the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares; or (f) The Board or the Successor Board shall determine the specific adjustments to be made other obligations under this Warrant The provisions of this Section 96(b) shall similarly apply to successive reclassifications, and its determination shall be conclusive. If the Optionee receives securities consolidations, mergers, sales, transfers or cash in connection with a corporate transaction described in Section 9(a), (b) or share exchanges. (c) above as a result of owning such restricted Common Stock, such securities or cash If: (i) the Company shall be subject take any action which would require an adjustment pursuant to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.Section 6(a); or

Adjustments. Upon the occurrence of any of the following described events, Optionee's rights to purchase Shares under the Optionee’s rights with respect to Options granted to such Optionee hereunder Option Plan shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and hereafter provided: 8.1 If the Company relating to such Options: (a) If is separated, reorganized, merged, consolidated or amalgamated with or into another corporation while unexercised Options remain outstanding under the shares of Common Stock Option Plan, there shall be subdivided or combined into a greater or smaller number substituted for the Shares subject to the unexercised portions of shares, respectively, or if the Company shall issue any shares of its Common Stock as a stock dividend on its such outstanding shares of Common Stock, the Options an appropriate number of shares of Common Stock deliverable upon the exercise each class of shares or other securities of the Options shall be appropriately increased separated, reorganized, merged, consolidated or decreased proportionatelyamalgamated corporation which were distributed to the shareholders of the Company in respect of such shares, and appropriate adjustments shall be made in the exercise purchase price per share to reflect such subdivisionaction. However, combination subject to any applicable law, in the event the successor corporation does not agree to assume the award as aforesaid, the Vesting Period a set forth in section 4 above shall be accelerated so that any unexercisable or stock dividend, unvested portion of the outstanding Options shall be immediately exercisable and vested in full as applicable;of the date ten (10) days prior to the date of the change in control. (b) 8.2 If the Company is to liquidated or dissolved while unexercised Options remain outstanding under the Option Plan, then all such outstanding Options may be consolidated with or acquired exercised in full by another entity pursuant to an acquisition, the board Optionees as of directors the effective date of any entity assuming the obligations such liquidation or dissolution of the Company hereunder (without regard to the “Successor Board”) shall either (i) make appropriate provision for installment exercise provisions of Section 9(2), by the continuation Optionees giving notice in writing to the Company of such Options by substituting on an equitable basis for the shares then subject their intention to such Options the consideration payable with respect to so exercise. 8.3 If the outstanding shares of Common Stock the Company shall at anytime be changed or exchanged by declaration of a share dividend, share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company in connection with such acquisition Company, and as often as the same shall occur, then the number, class and kind of Shares subject to this Option Plan or (ii) terminate all subject to any Options in exchange for a cash payment equal therefore granted, and the Option prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Option price, provided, however, that no adjustment shall be made by reason of the distribution of subscription rights on outstanding shares. Upon happening of any of the foregoing, the class and aggregate number of Shares issuable pursuant to the excess Option Plan (as set forth in Section 6 hereof), in respect of which Options have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Board whose determination shall be final. 8.4 Anything herein to the contrary notwithstanding, if prior to the completion of an initial public offering of the fair market value Company's securities (IPO), all or substantially all of the shares of Common Stock subject the Company are to such Options over the exercise price thereof; (c) In the event of be sold, or upon a recapitalization merger or reorganization of or the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stocklike, the Optionee upon exercising the Options shall be entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee had exercised such Optionee’s Options prior to such recapitalization or reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company; (e) No fractional shares , or any class thereof, are to be exchanged for securities of another Company, then in such event, each Optionee shall be issued and obliged to sell or exchange, as the Optionee shall receive from the Company cash based on the fair market value of case may be, the shares of Common Stock such Optionee purchased under the Option Plan, in lieu of such fractional shares; or (f) The accordance with the instructions then issued by the Board or the Successor Board shall determine the specific adjustments to be made under this Section 9, and its whose determination shall be conclusive. If the Optionee receives securities or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Boardfinal.