Common use of Adjustment for Other Distributions Clause in Contracts

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' = N x ----- M - F where: N' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of any class of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities acquire any of the Company (foregoing or to acquire any other than Common Stock)Securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: M NW' = N x ----- W × [M - F ÷ (M—F)] where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the Specified Value on the record date mentioned below with respect to any other Securities or the fair market value on the ex-dividend record date for such distribution of the mentioned below with respect to any indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend record date; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(c) shall require that an adjustment in the Warrant Number be made effective immediately after the record date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00a specified event, the Company may elect to, and if "M-F" or is a negative number, to defer until the Company shall, in lieu exercise of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, such rights, options or warrants (or issuing to the proceeds thereof) which would have been distributed Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such holders had adjustment; provided, however, that the Company shall deliver to such Warrants been exercised immediately prior Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the record date for exercise of such distributionrights, options or warrants. This subsection does not apply to any transaction described in subsection (a) of this Section 8 or to rights, options or warrants referred to in subsection (b) or (d) of this Section 8. Such fair market value shall be determined in good faith by the by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Secretary or Assistant Secretary, which determination shall be final and binding upon the Holders.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' = N x ----- × M M - F where: N' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company QES distributes to all holders of any class of its Common Stock (i) any evidences of indebtedness of QES or any of its subsidiaries, (ii) any cash or other assets of QES or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of QES, then, except to the Company (other than Common Stock)extent the Holders participate in such distribution pursuant to Section 7, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: M N' = N x ----- M - F where: N' W’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per unit or share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one unit or share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "“F" ” in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of units or shares of Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything This subsection does not apply to the contrary contained any transaction described in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" a) of this Section 10 or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants referred to in subsection (or the proceeds thereofb) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionof this Section 10.

Adjustment for Other Distributions. If the Company distributes to all holders of any class of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities acquire any of the Company (foregoing or to acquire any other than Common Stock)Securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: M NW' = N x ----- W [M (M - F F)] where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the Specified Value on the record date mentioned below with respect to any other Securities or the fair market value on the ex-dividend record date for such distribution of the mentioned below with respect to any indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend record date; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(c) shall require that an adjustment in the Warrant Number be made effective immediately after the record date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00a specified event, the Company company may elect to, and if "M-F" or is a negative number, to defer until the Company shall, in lieu exercise of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, such rights, options or warrants (or issuing to the proceeds thereof) which would have been distributed Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such holders had adjustment; provided, however, that the Company shall deliver to such Warrants been exercised immediately prior Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the record date for exercise of such distributionrights, options or warrants. This subsection does not apply to any transaction described in subsection (a) of this Section 8 or to rights, options or warrants referred to in subsection (b) or (d) of this Section 8. Such fair market value shall be determined in good faith by the by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company's Secretary or Assistant Secretary, which determination shall be final and binding upon the Holders.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' = N x ----- M - F where: N' ’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends paid out of earnings and not return of capital including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "“F" ” in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "“M-F" ” in the above formula is less than $1.00, the Company may elect to, and if "“M-F" ” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' = N x M ----- M - F where: N' = N'= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' = N x ----- × M M - F where: N' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of the Company shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of any class of its Common Stock (as such) (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stock)Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: M NW' = N W x M ----- M - F where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Current Market Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the assetsshares, securitiesindebtedness, rights as- sets, rights, options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything to In the contrary contained in this subsection (c), if event that "M-F" in the above formula is less greater than $1.00, the Company may elect to, and if or equal to "M-F" or is a negative numberin the above formula, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders then each Holder of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to notwithstanding that such holders had such Warrants been exercised immediately prior to the record date for such distribution.Holder's Warrants

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' M = - N x ----- F × M - F where: N' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-M - F" in the above formula is less than $1.00, the Company may elect to, and if "M-M - F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of any class of its Common Stock (as such) (i) any evidences of indebtedness or preferred stock of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stock)Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: M NW' = N W x M ----- M - F where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Current Market Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the shares, indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything to In the contrary contained in this subsection (c), if event that "M-F" in the above formula is less greater than $1.00, the Company may elect to, and if or equal to "M-F" or is a negative numberin the above formula, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders then each Holder of the Warrants, upon exercise thereofnotwithstanding that such Holder's Warrants have not been exercised, shall receive the evidences distribution referred to in this Section 4.4 on the basis of indebtedness, assets, the number of Warrant Shares underlying the Warrants held by each such Holder. This subsection does not apply to rights, options or warrants (or the proceeds thereof) which would have been distributed referred to such holders had such Warrants been exercised immediately prior to the record date for such distributionin Section 4.3.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (including cashother than cash dividends which are paid out of retained earnings of the Company and are not prohibited by the Purchase Agreement), or (iii) or debt securities or any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stock)Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: M NW' = N W x ----- M ------- M - F where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which all or a portion of any such rights, options or warrants are exercisable, not all such rights, options or warrants (or portion thereof) shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants warrants, with respect to such portion that is no longer exercisable, divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything This subsection does not apply to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants referred to in subsection (or the proceeds thereofb) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionof this Section 9.

Adjustment for Other Distributions. If the Company distributes to all holders of any class of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities acquire any of the Company (foregoing or to acquire any other than Common Stock)Securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: W’ = W x [M N' = N x ----- ÷ (M - F – F)] where: N' W’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the Specified Value on the record date mentioned below with respect to any other Securities or the fair market value on the ex-dividend record date for such distribution of the mentioned below with respect to any indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "“F" ” in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend record date; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(c) shall require that an adjustment in the Warrant Number be made effective immediately after the record date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00a specified event, the Company may elect to, and if "M-F" or is a negative number, to defer until the Company shall, in lieu exercise of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, such rights, options or warrants (or issuing to the proceeds thereof) which would have been distributed Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such holders had adjustment; provided, however, that the Company shall deliver to such Warrants been exercised immediately prior Holder a due xxxx or other appropriate instrument evidencing such Holder’s right to receive such additional Warrant Shares upon the record date for exercise of such distributionrights, options or warrants. This subsection does not apply to any transaction described in subsection (a) of this Section 8 or to rights, options or warrants referred to in subsection (b) or (d) of this Section 8. Such fair market value shall be determined in good faith by the board of directors of the Company, whose determination shall be described in a duly adopted resolution certified by the Company’s Secretary or Assistant Secretary, which determination shall be final and binding upon the Holders.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' = N’= N x ----- M - F where: N' ’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "“F" ” in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "“M-F" ” in the above formula is less than $1.00, the Company may elect to, and if "“M-F" ” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or ), debt securities securities, preferred stock or any rights, options rights or warrants to purchase assets (including cash), debt securities, assets preferred stock or other securities of the Company (other than Common Stock)Company, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: M NM-F E' = N x ----- Ex M - F where: NE' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. M = the Closing Price Fair Value per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distributionrecord date. F = the fair market value on the ex-dividend record date for such distribution of the debt securities, preferred stock, assets, securities, rights or warrants distributable to be distributed in respect of one share of Common Stock as determined in good faith by the Board of Directors of the Company. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after taking into account, in the case record date for the determination of any stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the consideration required Exercise Price shall be immediately readjusted to be paid upon exercise thereof. The Board what it would have been if "N" in the above formula had been the number of Directors shall reasonably determine the fair market value in good faithshares actually issued. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (cSection 8(c) does shall not apply to regular quarterly cash dividends including increases thereof or other cash distributions paid out of consolidated current or retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles. In addition, this Section 8(c) shall not apply to rights, options or warrants referred to in subsection (bSection 8(b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionhereof.

Adjustment for Other Distributions. If the Company distributes to all holders of its Company Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any cash or other assets of the Company or any of its subsidiaries, (including cashiii) shares of its capital stock or debt any other properties or securities or (iv) any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stockthe items described in the foregoing clauses (i)-(iv) being collectively referred to as the “Consideration”), the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: M N' = N x ----- M - F where: N' E’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. M = the Closing Price Current Market Value per share of Company Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the assets, securities, rights or warrants Consideration distributable to the holder of one share of Company Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted as if "“F" ” in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Company Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything to the contrary contained in No adjustment shall be required under this subsection (c), ) if "M-F" in at the above formula is less than $1.00, time of such distribution the Company may elect to, and if "M-F" makes the same distribution to Holders of Warrants as it makes to holders of shares of Company Common Stock pro rata based on the number of shares of Company Common Stock for which such Warrants are exercisable (weather or is a negative number, the Company shall, in lieu of the not currently exercisable). No adjustment otherwise required by shall be made pursuant to this subsection (c), distribute to ) which shall be have the holders effect of decreasing the Warrants, number of Warrant Shares purchasable upon exercise thereof, the evidences of indebtedness, assets, each Warrant. This subsection does not apply to any distribution referred to in subsection (a) of this Section 9 or to rights, options or warrants referred to in subsection (or the proceeds thereofb) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionof this Section 9.

Adjustment for Other Distributions. If the Company Corporate Borrower distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, warrants or options or warrants to purchase any of its debt securities, assets securities or other securities of the Company (other than Common Stock)assets, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: M NE ' = N E x ----- M - ---------- M-F where: N' E '= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N Exercise Rate; E = the current number of shares of Common Stock issuable upon exercise of each Warrant. Exercise Rate; M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. Current Market Value; and F = the fair market value (on the ex-dividend record date for such the distribution to which this subsection (iii) applies) of the assets, securities, rights rights, warrants or warrants distributable options to one be distributed in respect of each share of Common Stock after taking into accountin the distribution to which this subsection (iii) is being applied (including, in the case of any rightscash dividends or other cash distributions giving rise to an adjustment, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithall such cash distributed concurrently). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, warrants or options or warrants are exercisable, not all such rights, warrants or options or warrants shall have been exercised, the Warrant Exercise Rate shall be immediately readjusted as to what it would have been if "F" in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, warrants or options which are not exercised had not been issued. This subsection (iii) does not apply to cash dividends or warrants divided cash distributions paid out of consolidated retained earnings as shown on the books of the Corporate Borrower prepared in accordance with generally accepted accounting principles other than any Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Corporate Borrower's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the number Board of shares Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock. In all cases, Borrower shall give the holder of this Note advance notice of a record date for any dividend payment on the Common Stock outstanding which notice is delivered on a date at least as early as the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute notice to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionCommon Stock.

Adjustment for Other Distributions. If the Company distributes to all holders of any class of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, or (including cashiii) or debt securities or any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stock)Company, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: M NW' = N W x ----- M ------ M - F where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the shares, the indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributiondate.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (including other than dividends or distributions paid exclusively in cash), (iii) or debt securities or any shares of capital stock of the Company other than Common Stock, and (iv) any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or other securities to acquire any Common Stock of the Company (other than Common Stockthe items referred to in the foregoing clauses (i)-(iv) being hereinafter collectively referred to as the "Distributed Property"), the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: M N' E = N E x ----- M - F ----- M where: N' E = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. M = the Closing Price Current Market Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the assetsDistributed Property, securities, rights or warrants distributable to the holder of one share of Common Stock after taking into account, (as reasonably determined in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine of the fair market value in good faithCompany). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness indebtedness, assets or assets capital stock actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-record date. This subsection does not apply to any dividend date for such distributionor distribution referred to in subsections (a) or (b) of this Section 11. Notwithstanding anything the foregoing, in the event that the fair market value of the Distributed Property so distributed exceeds such Current Market Value per share of Common Stock, or such Current Market Value exceeds such fair market value by less than $0.10 per share, the Exercise Price shall not be adjusted pursuant to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall) and, in lieu of the adjustment otherwise required by this subsection (c)such an adjustment, distribute adequate provision will be made so that each Holder will be entitled to the holders receive upon exercise of the Warrants, upon exercise thereof, Warrants the evidences amount of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which Distributed Property such Holder would have been distributed to such holders received had such Warrants been exercised immediately prior to the record date Record Date for such distribution. In addition, notwithstanding the foregoing provisions of this subsection (c), no adjustment shall be made hereunder for any distribution of Distributed Property if the Company makes proper provision so that each Holder who exercises a Warrant (or any portion thereof) after the date fixed for determination of shareholders entitled to receive such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the amount and kind of Distributed Property that such Holder would have been entitled to receive if such Holder had, immediately prior to such determination date, exercised such Warrant; provided that, with respect to any Distributed Property that is convertible, exchangeable or exercis able, the foregoing provision shall only apply to the extent (and so long as) the Distributed Property receivable upon exercise of such Warrant would be convertible, exchangeable or exercisable, as appli cable, without any loss of rights or privileges for a period of at least 60 days following exercise of such Warrant. Rights or warrants distributed by the Company to all Holders of its Common Stock (whether before or after the date hereof) entitling the Holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (the "Trigger Event") (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed to be distributed for purposes of this subsection (c) (and the appropriate adjustment to the Exercise Price shall be required) only upon the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights or warrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Exercise Price under this subsection (c), (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any Holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all Holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise by any Holder thereof, the Exercise Price shall be readjusted as if such distribution had not occurred. If after an adjustment a holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section.

Adjustment for Other Distributions. If the Company Parent distributes to all holders of any class of its Common Stock (i) any evidences of indebtedness of Parent or any of its subsidiaries, (ii) any assets of Parent or any of its subsidiaries (including cashother than cash after an IPO), or (iii) or debt securities or any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stock)Parent, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: M NW' = N W x ----- M --- M - F where: NW' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date mentioned below. M = the Closing Price Specified Value per share of Common Stock on the Business Day immediately preceding the ex-dividend recor date for such distributionmentioned below. F = the fair market value Fair Market Value on the ex-dividend record date for such distribution mentioned below of the shares, the indebtedness, assets, securitiesrights, rights options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value Fair Market Value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything This subsection does not apply to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00, the Company may elect to, and if "M-F" or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants referred to in subsection (b) or the proceeds thereofto any issuance of shares of Common Stock referred to in subsection (d) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionof this Section 9.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options options, or warrants to purchase debt securities, assets assets, or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M where: N' ’ = N x ----- M M - F where: N' ’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day trading day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options options, or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithfaith as described in a Board of Directors resolution which shall be filed with the Warrant Agent. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or on the Common Stock in an amount per share not to exceed the Permitted Dividend (“Permitted Dividend” means $0.125 or, in the event that the Exercise Price is adjusted pursuant to this Warrant Agreement, such amount shall be obtained by multiplying the Permitted Dividend in effect immediately prior to such adjustment by the same fraction used to adjust the Exercise Price pursuant to Section 11(o) below) of rights, options options, or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options options, or warrants and at the end of the period during which any such rights, options options, or warrants are exercisable, not all such rights, options options, or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "“F" ” in the above formula was the aggregate fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options options, or warrants as shall have been exercised at the end of such period divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "“M-F" ” in the above formula is less than $1.00, the Company may elect to, and if "“M-F" ” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options options, or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: M N' ’ = N x ----- M - F where: N' ’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "“F" ” in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "“M-F" ” in the above formula is less than $1.00, the Company may elect to, and if "“M-F" ” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any cash or other assets of the Company or any of its subsidiaries, (including cashiii) shares of its capital stock or debt any other properties or securities or (iv) any rights, options or warrants to purchase debt securities, assets acquire any of the foregoing or to acquire any other securities of the Company (other than Common Stockthe items described in the foregoing clauses (i)-(iv) being collectively referred to as the "Consideration"), the number of shares of Common Stock issuable upon exercise of Applicable Exercise Price for each Numbered Warrant shall be adjusted in accordance with the formula: M NE' = N E x ----- M - F ----- M where: NE' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantApplicable Exercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantApplicable Exercise Price. M = the Closing Price Current Market Value per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distributionmentioned below. F = the fair market value on the ex-dividend record date for such distribution mentioned below of the assets, securities, rights or warrants Consideration distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faithStock. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such the distribution. This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant Applicable Exercise Price shall be immediately readjusted as if "F" in the above formula was the fair market value on the ex-dividend record date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distributionrecord date. Notwithstanding anything to the contrary contained in No adjustment shall be required under this subsection (c), ) if "M-F" in at the above formula is less than $1.00, time of such distribution the Company may elect to, and if "M-F" makes the same distribution to holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or is a negative number, the Company shall, in lieu of the not currently exercisable). No adjustment otherwise required by shall be made pursuant to this subsection (c), distribute to ) which shall have the holders effect of decreasing the Warrants, number of Applicable Warrant Shares purchasable upon exercise thereof, the evidences of indebtedness, assets, any Numbered Warrant. This subsection does not apply to any distribution referred to in subsection (a) of this Section 9 or to rights, options or warrants referred to in subsection (or the proceeds thereofb) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionof this Section 9.