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

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time on or after the Original Issue Issuance Date shall make makes or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and date and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 4(B) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event (1) the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 4.D as of the time of actual payment of such dividends or distributions; and (2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Subsection 2(b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event: (i) the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 4(c) as of the time of actual payment of such dividends or distributions; and (ii) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event: (1) the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 4.C as of the time of actual payment of such dividends or distributions; and (2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, time or from time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Purchase Series A Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Series A Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided. Notwithstanding the foregoing, however, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Series A Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Series A Conversion Price shall be adjusted pursuant to this paragraph subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issuedate of this Warrant either makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 3(c) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, “the total number of shares of Common Stock issued and outstanding” on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In the event If the Company -------------------------------------------------- at any time, time or from time to time on or after the Original Issue Issuance Date shall make makes or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and date and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such -------- ------- record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph SECTION 4(B) as of the time of actual payment of such dividends or ------------ distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company -------------------------------------------------- at any time, time or from time to time on or after the Original Issue Issuance Date shall make makes or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and date and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such -------- ------- record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph SECTION4(B) as of the time of actual payment of such dividends or ---------- distributions.

Adjustment for Certain Dividends and Distributions. In the event --------------------------------------------------- the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In If the event the Company Corporation at any time, time or from time to time after the Original Issue Date shall make date hereof makes or issueissues, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Warrant Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Warrant Price then in effect by a fraction: fraction (1i) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Warrant Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Warrant Price shall be adjusted pursuant to this paragraph subsection 4(b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event: (1) the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 4.D as of the time of actual payment of such dividends or distributions; and (2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect immediately before such event by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Securities entitled to receive, a dividend or other distribution payable in additional shares of Common StockAdditional Securities, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Securities issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company shall at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event, the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issuedate of this Warrant either makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 3(c) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, "the total number of shares of Common Stock issued and outstanding" on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In If the event Company, prior to the Company at any timeend of the Share Subscription Period, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock its ordinary shares entitled to receive, a dividend or other distribution to the shareholders from the fund for invested unrestricted equity payable in additional ordinary shares of Common Stockin the Company, then and in each such event the Purchase Warrant Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Warrant Exercise Price then in effect by a fraction: (1a) the numerator of which shall be the total number of ordinary shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of ordinary shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of ordinary shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Warrant Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Warrant Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions, if any.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after prior to the Original Issue Expiration Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, as applicable, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution, as applicable; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph subsection 4.2 as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Ordinary Shares entitled to receive, a dividend or other distribution payable in additional shares of Common StockOrdinary Shares, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable Ordinary Shares issued in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock Shares entitled to receive, receive a dividend or other distribution payable in additional shares of Common StockShares, then and in each such event the Purchase Price then in effect immediately before such event number of Warrant Shares issuable upon exercise of this Warrant shall be decreased increased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect number of Shares issuable upon exercise of this Warrant by a fraction: : (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Shares issuable in payment of such dividend or distribution, and (ii) the denominator of which is the total number of shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereforthereof, the Purchase Price number of Warrant Shares issuable upon exercise of this Warrant shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price number of shares of Shares issuable upon exercise of this Warrant shall be adjusted pursuant to this paragraph Subsection (b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event (1) the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 5.C as of the time of actual payment of such dividends or distributions; and (2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Warrant Shares entitled to receive, a dividend or other distribution payable in additional shares of Common StockWarrant Shares, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock Warrant Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock Warrant Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock Warrant Shares issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Closing Date shall make or issueeither makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: fraction (1a) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2b) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or as of the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph Section VII.E(2) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, “the total number of shares of Common Stock issued and outstanding” on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In the event the Company shall at any time, time or from time to time after the Original Issue Date shall date hereof make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase such Conversion Price shall be adjusted pursuant to this paragraph Section 4.5(b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock shares entitled to receive, receive a dividend or other distribution payable in additional shares of Common Stockthe Company, then and in each such event the Purchase Price then in effect immediately before such event number of shares issuable upon exercise of this Warrant shall be decreased increased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect number of shares issuable upon exercise of this Warrant by a fraction: : (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock Company issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution, and (ii) the denominator of which is the total number of shares of the Company issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereforthereof, the Purchase Price number of shares issuable upon exercise of this Warrant shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price number of shares issuable upon exercise of this Warrant shall be adjusted pursuant to this paragraph Section 10.2 as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event -------------------------------------------------- the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company shall, at any time, time or from time to time after the Original Issue Date shall date on which the number of Warrant Shares is fixed, make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) : the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: (1a) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2b) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issuedate of this Warrant either makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 3(c) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, "the total number of shares of Common Stock issued and outstanding" on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock (or stock or securities convertible into Common Stock) which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In the event the -------------------------------------------------- Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event: (1) the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price shall be adjusted pursuant to this paragraph SECTION 4.D as of the time of actual payment of such dividends or distributions; and (2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefortherefore, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date date of issuance of this Warrant shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Subsection 2(b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the total number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date closing of the Qualified Financing shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, time or from time to time after the Original Issue Effective Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Purchase Class B Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, . Notwithstanding the foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the Holders simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Class B Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) : the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company shall at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event, the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: (1) i. the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) ii. the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph section as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the ----------------------------------------------------- event the Company at any time, time or from time to time after the Original Issue Date shall make or issuedate of this Warrant either makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 3(c) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, "the total number of shares of Common Stock issued and outstanding" on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time on or after the Original Issue Issuance Date shall make makes or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, receive a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and date and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph SECTION 4(B) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Company, at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Issuer shall at any time, time or from time to time after the Original Issue Issuance Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close Close of business Business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close Close of business Business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close Close of business Business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close Close of business Business on such record date and thereafter the Purchase such Conversion Price shall be adjusted pursuant to this paragraph Section 4.5(b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In If the event the Company Company, at any time, time or from time to time time, after the Original Issue Date shall make makes or issueissues, or fix fixes a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then then, and in each such event event, the Purchase Exercise Price then in effect immediately before such event shall be decreased as of from and after the time of such issuance or, in the event such a record date shall have has been fixed, as of the close of business on such record date, by multiplying date shall be equal to the Purchase product of the Exercise Price then in effect immediately prior to such time multiplied by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date date, plus the number of shares of Common Stock issued or issuable in payment of such dividend or distribution; provided, however, that if such a record date shall have has been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed set therefor, then the Purchase Exercise Price then in effect shall be recomputed accordingly appropriately recalculated as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributionsdate.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided. Notwithstanding the foregoing, however, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph Section as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time on or after the Original Issue Issuance Date shall make makes or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and date and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph Section 5B as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company ---------------------------------------------------- Corporation at any time, time or from time to time after the Original Issue Pricing Date shall make or issueeither makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price Exchange Factors then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price Exchange Factors then in effect by a fraction: fraction (1a) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2b) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price Exchange Factors shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Price Exchange Factors shall be adjusted pursuant to this paragraph Clause (a)(2) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, "the total number of shares of Common Stock issued and outstanding" on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date date of this Warrant shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased (and the number of Warrant Shares shall be proportionately adjusted) as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1) : the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter thereafter, the Purchase Conversion Price shall be adjusted pursuant to this paragraph (f)(vi) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company corporation at any time, or from time to time time, after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase applicable Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase such Conversion Price shall be adjusted pursuant to this paragraph (iv)(4)(c) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, time or from time to time after the Original Issue Commitment Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: fraction (1i) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend or distribution is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph subparagraph (5) as of the time of and on the basis of the actual payment of such dividends dividend or distributionsdistribution paid.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuedate hereof makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, without payment therefor, a dividend or other distribution payable in additional shares Additional Shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase such Conversion Price then in effect by a fraction: fraction (1i) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase such Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase such Conversion Price shall be adjusted pursuant to this paragraph Section 6(g) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at -------------------------------------------------- any time, or from time to time time, after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) : the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price number of shares of Common Stock receivable upon the full exercise of this Warrant (the "Aggregate Number") then in effect immediately before such event shall be decreased increased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price Aggregate Number then in effect by a fraction: fraction (1A) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (B) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record datedate as the case may be, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price Aggregate Number shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Price Aggregate Number shall be adjusted pursuant to this paragraph Section 4.C as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the 8 To be added only for investors which would otherwise acquire more than 19.99%. This paragraph is not applicable to, and will not be included in, the Warrants issued to Innoviva, Inc. Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In If the event the Company Company, at any time, time or from time to time time, after the Original Issue Date shall make makes or issueissues, or fix fixes a record date for the determination of holders of shares of Non-Voting Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Non-Voting Common Stock, then then, and in each such event event, the Purchase Exercise Price then in effect immediately before such event shall be decreased as of from and after the time of such issuance or, in the event such a record date shall have has been fixed, as of the close of business on such record date, by multiplying date shall be equal to the Purchase producer of the Exercise Price then in effect immediately prior to such time multiplied by a fraction: (1i) the numerator of which shall be the total number of shares of Non-Voting Common Stock issued and outstanding or issuable upon exercise of any Options or upon conversion or exchange of any Convertible Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Non-Voting Common Stock issued and outstanding or issuable upon exercise of any Options or upon conversion or exchange of any Convertible Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Non-Voting Common Stock issued or issuable in payment of such dividend or distribution; provided, however, that if such a record date shall have has been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereforset therefore, then the Purchase Exercise Price then in effect shall be recomputed accordingly appropriately recalculated as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributionsdate.

Adjustment for Certain Dividends and Distributions. In the event the Company PRO at any time, time or from time to time after the Original Issue Date date of this Amendment shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: : (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however. Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph subsection as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price and Trigger Price then in effect immediately before such event shall each be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price and Trigger Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price and Trigger Price shall each be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price and Trigger Price shall each be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefortherefore, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions; and provided further that in no event shall the Purchase Price be reduced pursuant to this Section 2(b)(2) below the Fair Market Value of the Common Stock on the Original Issue Date.

Adjustment for Certain Dividends and Distributions. In the event the --------------------------------------------------- Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Series D Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Series D Conversion Price then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Series D Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter thereafter, the Purchase Series D Conversion Price shall be adjusted pursuant to this paragraph (g)(vi) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation shall at any time, time or from time to time after the Original Issue Date shall date hereof make or issue, or fix a record date for the determination of holders of Common shares of its Class B Stock entitled to receive, a dividend or other distribution payable in additional shares of Common StockClass B Stock of the Corporation, then and in each such event the Purchase Price conversion price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price conversion price then in effect by a fraction: : (1i) the numerator of which shall be the total number of shares of Common Class B Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and ; and (2ii) the denominator of which shall be the sum of the total number of shares of Common Class B Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus and the number of shares of Common Class B Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price conversion price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.conversion price

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.. 8 To be added only for investors which would otherwise acquire more than 19.99%. This paragraph is not applicable to, and will not be included in, the Warrants issued to Innoviva, Inc.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time on or after the Original Issue Issuance Date shall make makes or issue, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and date and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph SECTION 4(B) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the -------------------------------------------------- event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock Warrant Shares entitled to receive, a dividend or other distribution payable in additional shares Warrant Shares of Common Stockthe same series, then and in each such event the Purchase Price with respect to such Warrant Shares then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares such Warrant Shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock such Warrant Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock such Warrant Shares issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time time, after the Original Issue Date shall make or issueoriginal issuance of the Series A Preferred Stock makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: fraction (1i) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph (e) as of the time of actual payment of such dividends dividend or distributionsdistribution.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance LONDON 181981v4 or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date dxxx fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Subsection 2(b) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, or from time to time after the Original Issue Date shall make or issuetime, makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event, the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph Section 7(c) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, or from time to time after the Original Issue Date shall make or issuetime, makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event, the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph Section 5.3 as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Initial Exercise Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the ------------------------------------------------------- event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event -------------------------------------------------- the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Series C Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Series C Conversion Price then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Series C Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter thereafter, the Purchase Series C Conversion Price shall be adjusted pursuant to this paragraph (g)(vi) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, time or from time to time after the Original Issue Date shall make or issuedate of this Warrant either makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in 2NEXT PAGE the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date, and and (2) the denominator of which shall be (i) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (ii) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date or date fixed therefor and thereafter the Purchase Price shall be adjusted pursuant to this paragraph Section 3(c) as of the time of actual payment of such dividends dividend or distributionsdistribution. For purposes of the foregoing formula, "the total number of shares of Common Stock issued and outstanding" on a particular date shall include shares of Common Stock issuable upon conversion of stock or securities convertible into Common Stock and the exercise of warrants, options or rights for the purchase of Common Stock which are outstanding on such date.

Adjustment for Certain Dividends and Distributions. In the event --------------------------------------------------- the Company at any time, or from time to time time, after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefortherefore, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event event (1) the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph Section 8(d) as of the time of actual payment of such dividends or distributions; and (2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Exercise Price thereof.

Adjustment for Certain Dividends and Distributions. In the event If the Company at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph Section 8.5 as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the CUSIP No. 296744 10 5 13D/A Page 72 of 89 Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect immediately before such dividend or other distribution by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Exercise Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefortherefore, the Purchase Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Floor Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Floor Conversion Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Floor Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter thereafter, the Purchase Floor Conversion Price shall be adjusted pursuant to this paragraph Section 5(i)(b)(ii) as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price Metrics then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase each Price Metric then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, then the Purchase Price Metrics shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price Metrics shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In If the event the Company Company, at any time, time or from time to time time, after the Original Issue Date shall make makes or issueissues, or fix fixes a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares Additional Shares of Common Stock, then then, and in each such event event, the Purchase Exercise Price then in effect immediately before such event shall be decreased as of from and after the time of such issuance or, in the event such a record date shall have has been fixed, as of the close of business on such record date, by multiplying date shall be equal to the Purchase product of the Exercise Price then in effect immediately prior to such time multiplied by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, ; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date date, plus the number of shares of Common Stock issued or issuable in payment of such dividend or distribution; provided, however, that if such a record date shall have has been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed set therefor, then the Purchase Exercise Price then in effect shall be recomputed accordingly appropriately recalculated as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributionsdate.

Adjustment for Certain Dividends and Distributions. In If the event the Company Corporation at any time, time or from time to time after the Original Initial Issue Date shall make or issueapplicable Prepayment Issue Date, as the case may be, makes, or fix fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event (without duplication for related events) the Purchase Conversion Price that is then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2) the denominator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price shall be adjusted pursuant to this paragraph as of (E) to reflect the time of actual payment of such dividends dividend or distributionsdistribution.

Adjustment for Certain Dividends and Distributions. In the event the Company If Arch at any time, time or from time to time after the Original Issue Date shall make or issuemakes, or fix fixes, a record date for the determination of holders of Arch Common Stock entitled to receive, receive a dividend or other distribution payable in additional shares of Arch Common Stock, then and in each such event the Purchase Base Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been is fixed, as of the close opening of business on such record date, by multiplying the Purchase Base Price then in effect by a fraction: fraction (1A) the numerator of which shall be is the total number of shares of Arch Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and and (2B) the denominator of which shall be the total number of shares of Arch Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Arch Common Stock issuable deliverable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Base Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Base Price shall be adjusted pursuant to this paragraph subsection (ii) as of the time of actual payment of such dividends dividend or distributionsdistribution.

Adjustment for Certain Dividends and Distributions. In If the event the Company Company, at any time, time or from time to time after time, during the Original Issue Date shall make term of this Warrant makes or issueissues, or fix fixes a record date for the determination of holders of shares of Common Stock entitled to receive, receive shares of Common Stock as a dividend or other distribution payable in additional shares of Common Stockdistribution, then then, and in each such event event, the Purchase Exercise Price then in effect immediately before such event shall be decreased as of from and after the time of such issuance or, in the event such a record date shall have has been fixed, as of the close of business on such record date, by multiplying date shall be equal to the Purchase product of the Exercise Price then in effect immediately prior to such time multiplied by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding or issuable upon exercise of any Options or upon conversion or exchange of any Convertible Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding or issuable upon exercise of any Options or upon conversion or exchange of any Convertible Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issued or issuable in payment of such dividend or distribution; provided, however, that if such a record date shall have has been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereforset therefore, then the Purchase Exercise Price then in effect shall be recomputed accordingly appropriately recalculated as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributionsdate.

Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; CUSIP No. 296744 10 5 13D/A Page 82 of 89 provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

Adjustment for Certain Dividends and Distributions. In the event the Company Corporation, at any time, time or from time to time after the Original Issue Date Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Conversion Price for Series A Preferred Stock then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Conversion Price for Series A Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Conversion Price for Series A Preferred Stock shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. Notwithstanding the foregoing, the shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be deemed outstanding for all calculations under this Subsection 6(e).