Common use of Adjustment for Other Dividends and Distributions Clause in Contracts

Adjustment for Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Initial Exercise Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).

Adjustment for Other Dividends and Distributions. If the Company Issuer shall, at any time or from time to time after the Initial Exercise Original Issue Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Per Share Market Value of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the BoardBoard and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Warrant Price then in effect shall be adjusted to equal (1) the Exercise Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).

Adjustment for Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Initial Exercise Datetime, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in in: (i) cash, ; (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common StockShares; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common StockShares, then, and in each event, (A) the number of shares of Common Stock Shares for which this Warrant Option shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock Shares for which this Warrant Option is exercisable immediately prior to such adjustment multiplied by a fraction traction (1) the numerator of which shall be the last closing bid price per share Fair Market Value of the Common Stock Shares at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share Fair Market Value of the Common Stock Shares minus the amount allocable to one share of Common Stock Share of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stockShares, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock Shares for which this Warrant Option is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock Shares for which this Warrant Option is exercisable immediately after such adjustment. A reclassification rectification of the Common Stock Shares (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares Shares of such other class of stock shares within the meaning of this Section 3(b7(c) and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 3(a7(a).

Adjustment for Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Initial Exercise Datetime, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in in: (i) cash, ; (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common StockShares; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common StockShares, then, and in each event, (A) the number of shares of Common Stock Shares for which this Warrant Option shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock Shares for which this Warrant Option is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Fair Market Value of the Common Stock Shares at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share Fair Market Value of the Common Stock Shares minus the amount allocable to one share of Common Stock Share of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stockShares, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock Shares for which this Warrant Option is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock Shares for which this Warrant Option is exercisable immediately after such adjustment. A reclassification of the Common Stock Shares (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares Shares of such other class of stock shares within the meaning of this Section 3(b7(c) and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 3(a7(a).

Adjustment for Other Dividends and Distributions. If the Company Issuer shall, at any time or from time to time after the Initial Exercise Original Issue Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Per Share Market Value of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the BoardBoard and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Warrant Price then in effect shall be adjusted to equal (1) the Exercise Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).. 针对其他股息和红利的调整。如果发行人在原始发行日后的任何时间或不时应决定或设定一个登记日期以确定有权获得以下列方式派发股息或其他红利普通股的持有人，(i) 现金，(ii)除普通股股份外的任何债权凭证或公司的任何其他证券或财产，或(iii)任何认购或买入除普通股股份外的任何债权凭证或公司的任何其他证券或财产的期权或其他权利，则在任一情况下，(A)期权可转普通股的股数应进行调整，等于即将发生该等事件前期权可转普通股股数乘以下列分数（1）分子应为进行该等登记之日的普通股每股市值（2）分母应为该普通股每股市值减去每股普通股可分配的任何该等现金和所有上述债权凭证、股票、其他证券或财产或期权或其他认购或买入权的公允价值（由董事会诚信决定并由发行人和持有人共同选定的投资银行出具的意见支持），且(B)此时有效的期权行权价应调整为(1)此时有效的期权行权价乘以在调整前期权可转普通股股数除以 (2)紧随该等调整的期权可转普通股股数。普通股重新分类（票面价的变化，或有票面价变成无票面价，或无票面价变成有票面价除外）为普通股的股份或任何其他类别的股票，应被视为本第3节（b）规定的发行人向其该等普通股的股份持有人派发其他种类的股票，且如果作为该等重新分类的一部分，已发行普通股的股份应变为更多或更少的普通股的股份，则该等变化应视为本第3节（a）规定的已发行普通股的股份的分拆或合并。

Adjustment for Other Dividends and Distributions. If the Company shallCompany, at any time or from time to time after the Initial date of this Warrant, distributes to holders of Ciprico Common Stock any assets or debt securities or any rights or warrants to purchase debt securities, assets or other securities (including Ciprico Common Stock, other than pursuant to a stock split or stock dividend under Section 5(a) above), the Exercise DatePrice shall be adjusted in accordance with the formula: E1 = E x [(O x M) - F] O x M where: E1 = the adjusted Exercise Price, make computed to the nearest whole cent. E = the Exercise Price prior to adjustment pursuant to this subsection. M = the fair market value per share of Ciprico Common Stock before the record date mentioned below. O = the number of shares of Ciprico Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or issue or set a warrants distributed, as determined in good faith by the Company’s Board of Directors. 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 holders of Common Stock stockholders entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities the distribution. Upon each adjustment of the Company or any property of any nature whatsoeverExercise Price, other thanthe Holder shall be entitled to purchase, in each caseat the Exercise Price resulting from such adjustment, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares (calculated to the next highest whole share) that is equal to the quotient of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal (i) the product of the number of shares of Common Stock for which this Warrant is exercisable Exercise Price immediately prior to such adjustment multiplied by a fraction the number of shares purchasable pursuant hereto immediately prior to such adjustment; divided by (1) the numerator of which shall be the last closing bid price per share of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (Bii) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after resulting from such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).

Adjustment for Other Dividends and Distributions. If the Company shall, shall at any time or from time to time after the Initial Exercise Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (Aby adjustments of the Conversion Price or otherwise) so that the holders of Series C Preferred Stock shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had their Series C Preferred Stock been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for which during such period under this Warrant Section 5(d)(iii) with respect to the rights of the holders of the Series C Preferred Stock; provided, however, that if such record date shall be exercisable have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions; and provided further, however, that no such adjustment shall be made if the holders of Series C Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal the product of to the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator as they would have received if all outstanding shares of which shall be the last closing bid price per share of the Series C Preferred Stock had been converted into Common Stock at on the date of taking such record and event or (2ii) the denominator of which shall be such last closing bid price per share of the Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants a dividend or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number distribution of shares of Common Series C Preferred Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification are convertible, as of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock date of such shares of event, into such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part is equal to the number of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding additional shares of Common Stock within the meaning being issued with respect to each share of Section 3(a)Common Stock in such dividend or distribution.

Adjustment for Other Dividends and Distributions. If the Company Issuer shall, at any time or from time to time after the Initial Exercise Original Issue Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Per Share Market Value of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the BoardBoard and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Warrant Price then in effect shall be adjusted to equal (1) the Exercise Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b5(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a5(a).

Adjustment for Other Dividends and Distributions. If the Company Issuer shall, at any time or from time to time after the Initial Exercise Original Issue Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Per Share Market Value of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the BoardBoard and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Warrant Price then in effect shall be adjusted to equal (1) the Exercise Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).. 80

Adjustment for Other Dividends and Distributions. If the Company Borrower shall, at any time or from time to time after the Initial Exercise Datedate hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company Borrower or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company Borrower or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant Note shall be exercisable convertible shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable Note shall be convertible immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Conversion Price then in effect shall be adjusted to equal (1) the Exercise Conversion Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable Note shall be convertible immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable Note shall be convertible immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Borrower to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b1.4(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a1.4(a).

Adjustment for Other Dividends and Distributions. If the Company Issuer shall, at any time or from time to time after the Initial Exercise Original Issue Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Per Share Market Value of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the BoardBoard and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Warrant Price then in effect shall be adjusted to equal (1) the Exercise Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).. 55

Adjustment for Other Dividends and Distributions. If the Company shall, shall at any time or from time to time after the Initial Exercise Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Exercise Price shall be made and provision shall be made (Aby adjustments of the Exercise Price or otherwise) so that the holders of the Warrants shall receive upon exercise thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had their Warrants been exercised on the date of such event and had thereafter, during the period from the date of such event to and including the Exercise Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for which during such period under this Warrant Section 4(d) with respect to the rights of the holders; provided, however, that if such record date shall be exercisable have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions; and provided further, however, that no such adjustment shall be made if the holders simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal the product of to the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share of the Common Stock at as they would have received if all outstanding Warrants had been exercised on the date of taking such record and event or (2ii) a dividend or other distribution of shares equal to the denominator number of which shall be such last closing bid price per share additional shares of the Common Stock minus the amount allocable being issued with respect to one each share of Common Stock of any in such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities dividend or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a)distribution.

Adjustment for Other Dividends and Distributions. If the Company shall, shall at any time or from time to time after the Initial Exercise Issuance Date, and prior to exercise, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company other than cash or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, an appropriate revision to the applicable Warrant Price shall be made and provision shall be made (Aby adjustments of the Warrant Price or otherwise) so that the Holder of this Warrant shall receive upon exercise thereof, in addition to the number of shares of Common Stock for receivable thereon, the number of securities of the Company which the Holder would have received had this Warrant been exercised on the date of such event and had thereafter, during the period from the date of such event to and including the Exercise Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3(h) with respect to the rights of the Holder; provided, however, that if such record date shall be exercisable have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 3(h) as of the time of actual payment of such dividends or distributions; and provided further, however, that no such adjustment shall be made if the Holder simultaneously receives (i) a dividend or other distribution of shares of Common Stock in a number equal the product of to the number of shares of Common Stock for which as the Holder would have received if this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share of the Common Stock at had been exercised in full on the date of taking such record and event or (2ii) a dividend or other distribution of shares equal to the denominator number of which shall be such last closing bid price per share additional shares of the Common Stock minus the amount allocable being issued with respect to one each share of Common Stock of any in such cash so distributable and of the fair value (as determined in good faith by the Board) of any and all such evidences of indebtedness, shares of stock, other securities dividend or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a)distribution.

Adjustment for Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Initial Exercise Original Issue Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in (i) cash, (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, shares of Common Stock, then, and in each event, (A) the number of shares of Common Stock for which this Warrant shall be exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the last closing bid price per share Per Share Market Value of the Common Stock at the date of taking such record and (2) the denominator of which shall be such last closing bid price per share of the Common Stock Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the BoardBoard and supported by an opinion from an investment banking firm mutually agreed upon by the Company and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Warrant Price then in effect shall be adjusted to equal (1) the Exercise Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (2) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 3(b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 3(a).