Common use of Notices to Warrant Holders Clause in Contracts

Notices to Warrant Holders. In connection with any adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a Warrant, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with any adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment oradjustment, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a WarrantWarrant and the Exercise Price after such adjustment, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with Upon any adjustment of the -------------------------- Exercise Price pursuant to this Article VSection 13, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates at his address appearing on the Warrant Register register written notice of such adjustments by first-first- class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officeraccountant's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal reasonable business hours upon reasonable noticehours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The In case: (a) the Company shallshall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (b) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in additionshares of Common Stock or distributions referred to in Section 13 hereof); or (c) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, promptly notify or of the holders conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants of any determination of its Board of Directors pursuant (other than a change in par value, or from par value to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment no par value, or from no par value to the number of Shares for which par value, or as a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser result of a Warrant designated by subdivision or combination), or a holder thereof.tender offer or exchange offer for shares of Common Stock; or

Notices to Warrant Holders. In connection with any adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment oradjustment, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a WarrantWarrant and the Exercise Price after such adjustment, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's ’s certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's ’s delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with any adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment oradjustment, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company Officer’s Certificate setting forth the number of shares Shares (or portion thereof) issuable after such adjustment, upon exercise of a WarrantWarrant after such adjustment and the Exercise Price after such adjustment, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his its address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's certificate Officer’s Certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock securities or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders Holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's ’s delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 1.11 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to this Article VSection 3.2, the Company Corporation within calendar days thereafter shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Corporation (who may be the regular auditors of the Company Corporation) setting forth the Exercise Price and either the number of shares (of Stock and other securities or portion thereof) issuable after such adjustment, assets purchasable upon exercise of a each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his such holder’s address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the provisions of this Section 7.5. Pursuant to Sections 3.1 [add other sections as applicable], the Corporation shall cause written notice of such Call Price, Call Date and Call Terms [reference other items as applicable], as the case may be, to be given as soon as practicable to the Warrant Agent shall be entitled and to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment each of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisableCertificates by first class mail, and shall specify in postage prepaid, at such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his holder’s address appearing in on the Warrant Register. The Company In addition to the written notice referred to in the preceding sentence, the Corporation shall keep make a public announcement in a daily morning newspaper of general circulation in of such Call Price, Call Date, and Call Terms [reference other items as applicable], as the case may be, at its office or agency designated pursuant least once a week for two successive weeks prior to Section 1.10 copies the implementation of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.terms. If:

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price (and number of shares of Common Stock purchasable upon the exercise of each Warrant) pursuant to this Article VSection 13, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officeraccountant's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal reasonable business hours upon reasonable noticehours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.case:

Notices to Warrant Holders. In connection with any adjustment of the Exercise Price or in connection with the Conversion of the Warrants pursuant to this Article V, the Company shall (i) promptly after such adjustment or Conversion or, if earlier, at least five (5) days prior to the date on which notice of such adjustment or Conversion is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate (A) in the case of an officer any such adjustment, of a firm of independent public accountants of national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, or (B) in the case of the Conversion of the Warrants, an Officers' Certificate stating that the Conversion has become effective, which certificate certificates shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment or Conversion cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaidadjustment or Conversion. The Warrant Agent shall be entitled to conclusively rely on the above-above- referenced officer's certificate certificates and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants any Warrant or the Exercise Price, Price or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of any Warrant or whether or not the WarrantsConversion has taken place. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants Warrant Certificates of any determination of its Board of Directors pursuant to Section 5.01(i5.01(n) that any actions affecting its Common Stock generally will not require an adjustment to the Exercise Price or the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders Holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Registerholder. The Company shall keep at its office or agency designated pursuant to Section 1.10 the Warrant Agent Office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with any -------------------------- adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a Warrant, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-first- class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders Holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 10, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent Company a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate certificate, absent manifest error, shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register register written notice of such adjustments and a certificate from the chief financial officer of the Company setting forth the method of calculation of such adjustments by first-first class mail, postage prepaid. The Warrant Agent shall Where appropriate, such notice may be entitled given in advance and included as a part of the notice required to conclusively rely on be mailed under the above-referenced officer's certificate and shall be under no duty or responsibility with respect other provisions of this Section 12. If the Company proposes to take any such certificate, except to exhibit the same from time to time to any holder desiring action which would require an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise Exercise Price pursuant to Section 10, then the Company shall cause to be given to each of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder Certificates at his address appearing in on the Warrant Registerregister, by first class mail, postage prepaid, a written notice stating (i) the transaction or proposed transaction which would require such adjustment, (ii) the date on which such transaction was or such proposed transaction will be effected, and (iii) the adjusted Exercise Price and number of Warrant Shares resulting from such transaction or proposed transaction. The Company shall keep at its office or agency designated pursuant failure to give the notice required by this Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder 12 or any prospective purchaser defect therein shall not affect the legality or validity of a any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Nothing contained in this Agreement or in any of the Warrant designated by a holder thereofCertificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company.

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 13, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates (or the DTC participants with interests in the Global Warrant) at his address appearing on the Warrant Register register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officeraccountant's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal reasonable business hours upon reasonable noticehours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.case:

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 9 hereof, the Company shall provide to Holders of the Warrants reasonable notice of any event that would result in an adjustment to the Exercise Price pursuant to Section 9 hereof so as to permit the Holders to exercise the Warrants prior to the occurrence of such event. Upon any adjustment of the Exercise Price pursuant to Section 9, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of nationally recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates at his address appearing on the Warrant Register register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officeraccountant's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal reasonable business hours upon reasonable noticehours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.case:

Notices to Warrant Holders. In connection with any adjustment -------------------------- pursuant to this Article VSection 4, the Company shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a Warrant, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-above referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i4(e) ------------ that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 4(i) to be delivered to each ------------ holder at his address appearing in the Warrant Register. The Company shall keep at its office, at the office of the Warrant Agent, or agency another designated pursuant to Section 1.10 agency, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to this Article VSection 3.2, the Company Corporation within ____________ calendar days thereafter shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Corporation (who may be the regular auditors of the Company Corporation) setting forth the Exercise Price and either the number of shares (of Stock and other securities or portion thereof) issuable after such adjustment, assets purchasable upon exercise of a each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his such holder’s address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the provisions of this Section 7.5. Pursuant to Sections 3.1 [add other sections as applicable], the Corporation shall cause written notice of such Call Price, Call Date and Call Terms [reference other items as applicable], as the case may be, to be given as soon as practicable to the Warrant Agent shall be entitled and to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment each of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisableCertificates by first class mail, and shall specify in postage prepaid, at such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his holder’s address appearing in on the Warrant Register. The Company In addition to the written notice referred to in the preceding sentence, the Corporation shall keep make a public announcement in a daily morning newspaper of general circulation in ____________ of such Call Price, Call Date, and Call Terms [reference other items as applicable], as the case may be, at its office or agency designated pursuant least once a week for two successive weeks prior to Section 1.10 copies the implementation of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.terms. If:

Notices to Warrant Holders. In connection with any adjustment of the Exercise Price or in connection with the Conversion of the Warrants pursuant to this Article V, the Company shall (i) promptly after such adjustment or Conversion or, if earlier, at least five (5) days prior to the date on which notice of such adjustment or Conversion is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate (A) in the case of an officer any such adjustment, of a firm of independent public accountants of national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, or (B) in the case of the Conversion of the Warrants, an Officers' Certificate stating that the Conversion has become effective, which certificate certificates shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment or Conversion cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaidadjustment or Conversion. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's certificate certificates and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants any Warrant or the Exercise Price, Price or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of any Warrant or whether or not the WarrantsConversion has taken place. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants Warrant Certificates of any determination of its Board of Directors pursuant to Section 5.01(i5.01(n) that any actions affecting its Common Stock generally will not require an adjustment to the Exercise Price or the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders Holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Registerholder. The Company shall keep at its office or agency designated pursuant to Section 1.10 the Warrant Agent Office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with Upon any adjustment pursuant to this Article Vof the number of Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, the Company within 20 calendar days thereafter shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company Company) setting forth the Warrant Price and either the number of shares (or portion thereof) issuable after such adjustment, Shares purchasable upon exercise of a each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters masters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his such holder's address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. The Warrant Agent shall Where appropriate, such notice may be entitled to conclusively rely on the above-referenced officer's certificate given in advance and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment included as a part of the number notice required to be mailed under the other provisions of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrantthis Section 3.10. The Company shallshall cause written notice of such later Distribution Date, in additionsuch later Expiration Date, promptly notify such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the number of Shares for which a Warrant is exercisable, and shall specify written notice referred to in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereofpreceding sentence, the Company shall retain make a firm public announcement in a daily morning newspaper of independent certified public accountants or law firm general circulation in New York City and in San Francisco of national standing selected by such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the Company case may be, at least once a week for two successive weeks prior to prepare and execute a certificate verifying that no adjustment is requiredthe implementation of such terms. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.If:

Notices to Warrant Holders. In connection with any -------------------------- adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a Warrant, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-above referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i5.01(e) that --------------- any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 5.05 to be delivered to each ------------ holder at his address appearing in the Warrant Register. The Company shall keep at its office, at the office of the Warrant Agent, or agency another designated pursuant to Section 1.10 agency, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.

Notices to Warrant Holders. In connection with any adjustment pursuant to this Article V, the Company shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer of the Company setting forth the number of shares (or portion thereof) issuable after such adjustment, upon exercise of a Warrant, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.is

Notices to Warrant Holders. In connection with Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to this Article VSection 3.2, the Company Corporation within _______ calendar days thereafter shall (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Corporation (who may be the regular auditors of the Company Corporation) setting forth the Exercise Price and either the number of shares (of Stock and other securities or portion thereof) issuable after such adjustment, assets purchasable upon exercise of a each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his such holder’s address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the provisions of this Section 7.5. Pursuant to Sections 3.1 [add other sections as applicable], the Corporation shall cause written notice of such Call Price, Call Date and Call Terms [reference other items as applicable], as the case may be, to be given as soon as practicable to the Warrant Agent shall be entitled and to conclusively rely on the above-referenced officer's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment each of the number of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisableCertificates by first class mail, and shall specify in postage prepaid, at such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his holder’s address appearing in on the Warrant Register. The Company In addition to the written notice referred to in the preceding sentence, the Corporation shall keep make a public announcement in a daily morning newspaper of general circulation in __________ of such Call Price, Call Date, and Call Terms [reference other items as applicable], as the case may be, at its office or agency designated pursuant least once a week for two successive weeks prior to Section 1.10 copies the implementation of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.terms. If:

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 7, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's accountant’s certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders Holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i7(n) that any actions affecting its Common Stock will not require an adjustment to the Exercise Price or the number of Shares shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.such

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 7, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officeraccountant's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders Holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i7(n) that any actions affecting its Common Stock will not require an adjustment to the Exercise Price or the number of Shares shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders Holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 14 to be delivered to each holder at his address appearing Holder in the Warrant Registeraccordance with Section 20. The Company shall keep at its office or agency designated pursuant to Section 1.10 2.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder Holder or any prospective purchaser of a Warrant designated by a holder Holder thereof.

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 7, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates at his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's accountant’s certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders Holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i7(n) that any actions affecting its Common Stock will not require an adjustment to the Exercise Price or the number of Shares shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders Holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's ’s delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 14 to be delivered to each holder at his address appearing Holder in the Warrant Registeraccordance with Section 20. The Company shall keep at its office or agency designated pursuant to Section 1.10 2.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder Holder or any prospective purchaser of a Warrant designated by a holder Holder thereof.

Notices to Warrant Holders. In connection with any adjustment pursuant to this Article V(a) Upon the determination of the Exercise Quantity provided in Section 12, the Company shall promptly thereafter (i1) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer the Company's Board of Directors setting forth the Company Exercise Quantity and Exercise Price and setting forth in reasonable detail the method of calculation and the facts upon which such calculations were based and setting forth the number of shares Warrant Shares (or portion thereof) issuable upon exercise of a WRT Warrant and the Exercise Price thereof after such adjustments which certificate shall be conclusive evidence of the correctness of the matters set forth therein and (2) cause to be given to each of the registered Warrant Holders at each Warrant Holders' address appearing on the Warrant Register written notice of such determinations by first class mail, postage prepaid. Upon any adjustment of the Exercise Quantity and Exercise Price pursuant to Section 12, the Company shall promptly thereafter (1) cause to be filed with the Warrant Agent a certificate of the Company's independent public accountants setting forth the Exercise Quantity and Exercise Price 20 after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Quantity, upon exercise of a WarrantWRT Warrant and payment of the Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, therein and (ii2) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates Holders at his each Warrant Holders' address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall Where appropriate, such notice may be entitled to conclusively rely on the above-referenced officer's certificate given in advance and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment included as a part of the number notice required to be mailed under the other provisions of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof14.

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Rate and Exercise Price pursuant to this Article VSection 11, the Company shall promptly thereafter but in no event later than 15 days (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of na- tionally recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the number of shares (or portion thereof) issuable Exercise Rate after such adjustment, adjustment and setting forth in reasonable detail the method of calculation and the facts upon exercise of a Warrantwhich such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his or her address appearing on the Warrant Register Regis- ter written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall Where appropriate, such notice may be entitled to conclusively rely on the above-referenced officer's certificate given in advance and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment included as part of the number notice required to be mailed under the other provisions of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value this Section 13. In case: (or the kind or amounta) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company shall authorize the issuance to make any cash payment all holders of shares of Common Stock of rights, options or warrants to issue, transfer subscribe for or deliver any purchase shares of Common Stock or stock certificates of any other subscription rights or other common stock warrants; or property (b) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Com- mon Stock issuable upon the exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or of a tender of- fer or exchange offer for shares of Common Stock; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company proposes to take any Warrant. The action which would require an ad- justment of the Exercise Rate and Exercise Price pursuant to Section 11; or (e) the Company shall, in addition, promptly notify takes any action that would require a supplemental War- rant Agreement pursuant to subsection (f) of Section 11; then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each of the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder Certifi- xxxxx at his or her address appearing in on the Warrant Register. The Company shall keep , at its office least 20 days (or agency designated pursuant 10 days in any case specified in clauses (a) or (b) above) prior to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.applicable record date

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Price pursuant to this Article VSection 13, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, ; and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates at his address appearing on the Warrant Register register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officer's accountants certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal reasonable business hours upon reasonable noticehours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.case:

Notices to Warrant Holders. In connection with Upon any adjustment of the Exercise Rate and Exercise Price pursuant to this Article VSection 11, the Company shall promptly thereafter but in no event later than 15 days (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of na- tionally recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the number of shares (or portion thereof) issuable Exercise Rate after such adjustment, adjustment and setting forth in reasonable detail the method of calculation and the facts upon exercise of a Warrantwhich such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders of the Warrant Certificates at his or her address appearing on the Warrant Register Regis- ter written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall Where appropriate, such notice may be entitled to conclusively rely on the above-referenced officer's certificate given in advance and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder desiring an inspection thereof during normal business hours upon reasonable notice. The Warrant Agent shall not at any time be under any duty or responsibility to any holder to determine whether any facts exist that may require any adjustment included as part of the number notice required to be mailed under the other provisions of Shares issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value this Section 13. In case: (or the kind or amounta) of any Shares which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company shall authorize the issuance to make any cash payment all holders of shares of Common Stock of rights, options or warrants to issue, transfer subscribe for or deliver any purchase shares of Common Stock or stock certificates of any other subscription rights or other common stock warrants; or property (b) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Com- mon Stock issuable upon the exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or of a tender of- fer or exchange offer for shares of Common Stock; or (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company proposes to take any Warrant. The action which would require an ad- justment of the Exercise Rate and Exercise Price pursuant to Section 11; or (e) the Company shall, in addition, promptly notify takes any action that would require a supplemental War- rant Agreement pursuant to subsection (f) of Section 11; then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each of the registered holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder Certifi- xxxxx at his or her address appearing in on the Warrant Register. The Company shall keep , at its office least 20 days (or agency designated pursuant 10 days in any case specified in clauses (a) or (b) above) prior to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.applicable record date 13

Notices to Warrant Holders. In connection with Upon any adjustment of the -------------------------- Exercise Price pursuant to this Article VSections 11 or 13, the Company shall promptly thereafter (i) promptly after such adjustment or, if earlier, at least five (5) days prior to the date on which notice of such adjustment is required to be given, if at all, to The Depository Trust Company cause to be filed with the Warrant Agent a certificate of an officer a firm of independent public accountants of nationally recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares Warrant Shares (or portion thereof) issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a WarrantWarrant and payment of the adjusted Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) promptly after such adjustment cause to be given to each of the registered holders Holders of the Warrant Certificates (or the DTC participants with interests in the Global Warrant) at his address appearing on the Warrant Register register written notice of such adjustments by first-class mail, postage prepaid. The Warrant Agent shall be entitled to conclusively rely on the above-referenced officeraccountant's certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time to any holder Holder desiring an inspection thereof during normal reasonable business hours upon reasonable noticehours. The Warrant Agent shall not at any time be under any duty or responsibility to any holder Holder to determine whether any facts exist that may require any adjustment of the number of Shares shares of Common Stock or other stock or property issuable on exercise of the Warrants or the Exercise Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Shares shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant. The Company shall, in addition, promptly notify the holders of the Warrants of any determination of its Board of Directors pursuant to Section 5.01(i) that any actions affecting its Common Stock will not require an adjustment to the number of Shares for which a Warrant is exercisable, and shall specify in such notice the reasons for such determination. In the event that the Majority holders shall challenge any of the calculations set forth in such notice within 20 days after the Company's delivery thereof, the Company shall retain a firm of independent certified public accountants or law firm of national standing selected by the Company to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.06 to be delivered to each holder at his address appearing in the Warrant Register. The Company shall keep at its office or agency designated pursuant to Section 1.10 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any holder or any prospective purchaser of a Warrant designated by a holder thereof.case: