Common use of Extraordinary Events Regarding Common Stock Clause in Contracts

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common StockStock or (d) issue any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to a Person other than the Holder (otherwise than (i) pursuant to Subsections (a), (b) or (c) above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing) for a consideration per share or having an exercise, conversion or exchange price (the "Offer Price") less than the Exercise Price in effect at the time of such issuance, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as In addition, until the Expiration Date, if the Company shall issue any Common Stock, prior to Adjustments. In the complete exercise of this Warrant for a consideration less than the Exercise Price that would be in effect at the time of such issue (except for issuances pursuant existing options or warrants), then, and thereafter successively upon each case adjustment, the issuance of any adjustment security or readjustment in debt instrument of the shares of Company carrying the right to convert such security or debt instrument into Common Stock (of any warrant, right or Other Securities) issuable on option to purchase Common Stock shall result in an adjustment to the exercise Exercise Price upon the issuance of the Warrantabove-described security, debt instrument, warrant, right, or option and against at any time upon the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms issuance of the Warrant above-described security, debt instrument, warrant, right, or option and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts against at any time upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number subsequent issuances of shares of Common Stock (upon exercise of such conversion or Other Securities) outstanding or deemed to be outstanding, and (c) purchase rights if such issuance is at a price lower than the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to upon such adjustment or readjustment and as adjusted or readjusted as provided issuance. The reduction of the Purchase Price described in this Warrant. The Company will forthwith mail a copy of each such certificate Section is in addition to the holder other rights of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)Holder described in Securities Purchase Agreement."

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4herein. The number of shares of Common Stock Units that the holder of this Warrant Subscriber shall thereafter, on the exercise hereof as provided in Section 1, thereafter be entitled to receive (including the number Preferred Shares, Warrant Shares or Preferred Conversion Shares that the Subscriber may thereafter be entitled to receive upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be) shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4Section) be issuable on such conversion or exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4Section) be in effect, and (b) the denominator is the Exercise Purchase Price then in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)effect.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide or split its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common StockStock or effect a reverse stock-split thereof, then, in each such event, the Exercise Price in effect immediately prior to such issuance, subdivision, split, combination or reverse stock-split shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price then in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 45(a). The number of shares of Common Stock that the holder Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 45) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 45) be in effect, and (b) the denominator is the adjusted Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any the foregoing cases, the adjustment or readjustment in shall be effective at the shares close of Common Stock (or Other Securities) issuable business on the exercise date of such issuance, subdivision, split, dividend, combination or reverse stock-split, as the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)case may be.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock its common stock as a dividend or other distribution on outstanding Common Stockcommon stock, (b) subdivide its outstanding shares of Common Stockcommon stock, or (c) combine its outstanding shares of the Common Stock common stock into a smaller number of shares of the Common Stockcommon stock, or (d) the Company’s outstanding common stock shall have been changed into a different number of shares or a different class solely as a result of a reclassification, exchange, recapitalization or similar transaction, then, in each such event, (x) in the Exercise case of Clauses (a),(b) or (c), each of the Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price by a fraction, the numerator of which shall be the number of shares of Common Stock common stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock common stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise respective Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price, then in effecteffect or (y) in the case of Clause (d), then the Per Share Price, First Triggering Per Share Price and Second Triggering Per Share Price shall be appropriately adjusted to reflect such event. The Exercise Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 42(g). The number of shares Protected Shares and the number of Common Stock Additional Shares that the holder of this Warrant Holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock common stock that would otherwise (but for the provisions of this Section 42(g)) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise respective Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price that would otherwise (but for the provisions of this Section 42(g)) be in effect, and (b) the denominator is the Exercise respective Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price, in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)issuance.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, shall be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect, such adjustment to take effect at the opening of business on the day upon the earlier of (i) such subdivision or combination becomes effective and (ii) the date of issuance, subdivision or combination of the Company’s Common Stock shall occur; or, in the case a dividend, the date fixed for determination of stockholders entitled to receive such dividend. For the purpose of this paragraph, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased increased, or decreased, as applicable, to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock or Other Securities as a dividend or other distribution on outstanding Common StockStock or Other Securities, (b) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, or (c) combine or reclassify its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Purchase Price in effect on the date of such exercise. Certificate as In the event that any warrants issued to Adjustments. In each case of any adjustment or readjustment Trout Targets in the shares Transaction contain more favorable protection against dilution and other events to the holders of Common Stock (or Other Securities) issuable on such warrants than the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment provisions contained in accordance with the terms of the Warrant Section 3 and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise 4 of this Warrant, in effect immediately prior the provisions of this Warrant automatically shall be amended to include such adjustment or readjustment more favorable provisions for the benefit of the Holder, and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate the Company, promptly, at its expense, shall provide to the holder of the Holder a revised Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)containing such amended provisions.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, shall be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect, such adjustment to take effect at the opening of business on the day upon the earlier of (i) such subdivision or combination becomes effective and (ii) the date of issuance, subdivision or combination of the Company's Common Stock shall occur; or, in the case a dividend, the date fixed for determination of stockholders entitled to receive such dividend. For the purpose of this paragraph, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased increased, or decreased, as applicable, to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4herein. The number of shares of Common Stock Units that the holder of this Warrant Subscriber shall thereafter, on the exercise hereof as provided in Section 1, thereafter be entitled to receive (including number of shares of Note Conversion Shares, or Preferred Shares or Preferred Conversion Shares the Subscriber may thereafter be entitled to receive upon conversion of the Notes or exercise of the Warrants, as the case may be) shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4Section) be issuable on such conversion or exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4Section) be in effect, and (b) the denominator is the Exercise Purchase Price then in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)effect.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common StockStock or any preferred stock issued by the Company, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 45. The number of shares of Common Stock that the holder of this Warrant Holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 45) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 45) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustmentsexercise (taking into account the provisions of this Section 5). In each case the event the Company issues additional shares of the Common Stock or any adjustment security exercisable for or readjustment in convertible into Common Stock, where the effect of issuance is or the terms of such security provide for the subscription for shares of Common Stock (or Other Securities) issuable on at a price per share less than the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable most recent subscription price used by the Company for any additional in issuing shares of Common Stock (or Other Securities) issued or sold or deemed to on market terms, proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as provided in Section 1 at any time after such issuance, shall be placed in that position the Holder would have been issued or soldif such Holder had exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 4 and 6. In the event the Company pays a cash dividend on the outstanding shares of Common Stock aggregating in excess of 10% of the "net assets" of the Company (b) as defined in Section 154 of the Delaware General Corporation Law), proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as provided in Section 1 at any time after such payment, shall receive upon such exercise the number of shares of Common Stock (or Other Securities) outstanding or deemed it would otherwise have been entitled to be outstanding, and (c) the Exercise Price and receive plus that number of additional shares of Common Stock equal to the number of shares the pro rata amount of Common Stock to be such dividend the Holder would have received upon exercise of if such Holder had exercised this Warrant, in effect Warrant immediately prior thereto would have purchased at the fair market value thereof immediately after such dividend is paid, all subject to such further adjustment or readjustment and as adjusted or readjusted thereafter as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant Sections 4 and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)6.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4herein. The number of shares of Common Stock Units that the holder of this Warrant Subscriber shall thereafter, on the exercise hereof as provided in Section 1, thereafter be entitled to receive (including number of Conversion Shares or Warrant Shares the Subscriber may thereafter be entitled to receive upon conversion of the Shares or exercise of the Warrants, as the case may be) shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4Section) be issuable on such conversion or exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4Section) be in effect, and (b) the denominator is the Exercise Purchase Price then in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)effect.

Extraordinary Events Regarding Common Stock. In the event that the Company Coin Outlet shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4herein. The number of Units that the Subscriber shall thereafter be entitled to receive (including number of shares of Common Stock that or Warrant Shares the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, Subscriber may thereafter be entitled to receive upon exercise of the Warrants or execution of the share exchange through the exercise of the Option, as the case may be) shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4Section) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4Section) be in effect, and (b) the denominator is the Exercise Purchase Price then in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)effect.