Common use of Adjustment for Certain Issuances of Common Stock Clause in Contracts

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E = E x O + N ___________ O + N x P M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E E' where: E = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, and

Adjustment for Certain Issuances of Common Stock. If Subject to Section 12(a), if the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants to all Holders of its Common Stock entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common StockStock (other than pursuant to (1) the exercise of the Warrants, in each case(2) any options, warrants or rights outstanding as of the date of this Agreement, (3) without limiting any options, warrants or rights outstanding pursuant to the immediately preceding clause (2), any director's plans and employee stock option or purchase plans to the extent that the aggregate number of shares of Common Stock of the Company (or securities convertible into or exchangeable or exercisable for the Common Stock of the Company) distributed under all such director's plans and employee stock option and purchase plans does not exceed 4,000,000 shares of the Company's Common Stock at any time (of which options to purchase 2,069,030 shares are currently outstanding)), at a price per share less than the Current Market Value on at the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E : E(1) = E x (O + N ___________ N) -------- O + (N x P P) -------- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E E' where: E : (1) = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined belowin Section 12(m)) outstanding immediately prior to on the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of this Section 12(b)stockholders entitled to receive the rights, options or warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the term Warrant shall be immediately readjusted to what it would have been if "Fully Diluted SharesN" -------------------- shall mean (i) in the above formula had been the number of shares of Common Stock outstanding as of a specified date, andactually issued.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants to any Person entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on at the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ --------- O + N x P --------- M and the Exercise Price shall be adjusted in accordance with the following formulawhere: EP' = EP x E E' where: E = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of this Section 12(b)stockholders entitled to receive the rights, options or warrants. Notwithstanding the foregoing, the term "Fully Diluted Shares" -------------------- Exercise Rate shall mean not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options, warrants or convertible securities which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) the exercise of the Warrants or any rights, options or warrants outstanding on the date hereof and described in the Memorandum (as defined in the Purchase Agreement). If at the end of a specified datethe period during which any such rights, andoptions, warrants or convertible securities are exercisable, not all rights, options, warrants or convertible securities shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. If Subject to Section 12(a), if the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA Vshares of Common Stock ("Old Warrant Shares") issued upon exercise of the warrants ("Old Warrants") issued pursuant to the Warrant Agreement dated as of June 29, L.P. 1994 between the Company and KEP VIBJ Schrxxxx Xxxk & Trust Company, L.P.as Warrant Agent) or distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per 20 22 share less than the Current Market Value on at the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ O + N x P M and the Exercise Price shall be adjusted in accordance with the following formulawhere: EP' = EP x E E' where: E = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined belowin Section 12(1)) outstanding immediately prior to on the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of this Section 12(b)stockholders entitled to receive the rights, options or warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the term Warrant shall be immediately readjusted to what it would have been if "Fully Diluted SharesN" -------------------- shall mean (i) in the above formula had been the number of shares of Common Stock outstanding as of a specified date, andactually issued.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such the Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ------ O + N x P --- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E -- E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, and.

Adjustment for Certain Issuances of Common Stock. If If, after the ------------------------------------------------ date hereof, the Company issues grants or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.to a wholly-owned subsidiary) any rights, options Common Stock or warrants entitling them to purchase shares of Common Stock, or any securities convertible into or exchangeable or exercisable for any Common Stock at a price below the then Current Market Value (a "Below Market Sale") (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for shares of Common Stock outstanding as of the date of this Agreement, (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an adjustment pursuant to this Article V has been made; (4) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement)and(5)a Below Market Sale in which a holder of a Warrant or an Affiliate of a holder of a Warrant (or, if a Purchaser or any of its Affiliates is a holder, CIBC World Markets Corp. or any of its Affiliates) purchases any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock), in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, grant or sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate for each Warrant then outstanding shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ----------- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E -- E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, and.

Adjustment for Certain Issuances of Common Stock. If Subject to Section 12(a), if the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants to all Holders of its Common Stock entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common StockStock (other than pursuant to (1) the exercise of the Warrants, in each case(2) any options, warrants or rights outstanding as of the date of this Agreement, (3) without limiting any options, warrants or rights outstanding pursuant to the immediately preceding clause (2), any director's plans and employee stock option or purchase plans to the extent that the aggregate number of shares of Common Stock of the Company (or securities convertible into or exchangeable or exercisable for the Common Stock of the Company) distributed under all such director's plans and employee stock option and purchase plans does not exceed 2,300,000 shares of the Company's Common Stock at any time (of which options to purchase 1,118,599 shares are currently outstanding)), at a price per share less than the Current Market Value on at the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E1 = E x (O + N ___________ N) ----- (O + (N x P M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E E' where: E P) ----- M (1) = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined belowin Section 12(i)) outstanding immediately prior to on the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of this Section 12(b)stockholders entitled to receive the rights, options or warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the term Warrant shall be immediately readjusted to what it would have been if "Fully Diluted SharesN" -------------------- shall mean (i) in the above formula had been the number of shares of Common Stock outstanding as of a specified date, andactually issued.

Adjustment for Certain Issuances of Common Stock. If ------------------------------------------------ the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") --------------------- and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the ---- formula: E E' = E x O + N ___________ ---------- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E - E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted ------------- Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified ------ date, andand (ii) the shares of Common Stock into or for which rights, options, warrants or other securities of the Company outstanding as of such date are exercisable or convertible (other than the Warrants). Any adjustments shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the relevant Time of Determination. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options or warrants which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) any exercise of the Warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in each of the above formulas had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such the Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ----- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E - E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, andand (ii) the shares of Common Stock into or for which rights, options, warrants or other securities of the Company outstanding as of such date are exercisable or convertible (other than the Warrants). Any adjustments shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the relevant Time of Determination. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options or warrants which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) any exercise of the Warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in each of the above formulas had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. (i) If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) Person shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them any Person to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share (determined, in the case of rights, options, warrants or convertible or exchangeable securities ("Derivative Securities"), by dividing (x) the total consideration determined in accordance with Section 4(d) hereof, by (y) the total number of shares of Common Stock covered by such Derivative Securities) less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance), sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ----- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E -- E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrantswarrants or conversion or exchange of such convertible or exchangeable securities. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, Derivative Securities inclusive of the exercise price per share of Common Stock payable upon exercise exercise, conversion or exchange of such rights, options or warrantsDerivative Securities. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), 4 the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, andand (ii) the shares of Common Stock into or for which rights, options, warrants or other securities outstanding as of such date are exercisable, convertible or exchangeable (other than the Warrants). The adjustments shall be made successively whenever any such Common Stock or Derivative Securities are issued and shall become effective immediately after the relevant Time of Determination. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares upon exercise of any such Derivative Securities which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made; (ii) the issuance of the Authorized Warrants and the issuance of any shares upon the exercise of the Authorized Warrants; (iii) the issuance of any other Derivative Securities that are outstanding on the date hereof and the issuance of any shares upon the exercise of such Derivative Securities; (iv) any event contemplated by Section 4(a) or 4(c) hereof; (v) the issuance of options to purchase an aggregate of 410,111 shares of Common Stock (as appropriately adjusted for stock dividends, subdivisions, combinations and like events affecting the Common Stock) granted pursuant to the Company's option plans and the issuance of the shares issuable upon exercise of such options; (vi) the issuance of shares of Common Stock, or Derivative Securities containing the right to subscribe for or purchase shares of Common Stock, issued as part of a unit in connection with any arm's length institutional financing of debt, and the issuance of shares upon the exercise, conversion or exchange of such Derivative Securities; (vii) shares of Common Stock, or Derivative Securities containing the right to subscribe for or purchase shares of Common Stock, issued in connection with any acquisition by the Company or one of its subsidiaries of a Person, or all or substantially all of the assets of a Person in each case except for issuances to, any Affiliate of the Company, and the issuance of shares upon exercise, conversion or exchange of such Derivative Securities to the extent such Derivative Securities or shares would otherwise be included in clause 4(b)(i); and (viii) the issuance of the AHYDO Warrants (as defined in the Purchase Agreement) pursuant to the terms of the Purchase Agreement and the issuance of any shares upon exercise of such AHYDO Warrants. If at the end of the period during which any such Derivative Securities are exercisable, convertible or exchangeable not all such Derivative Securities shall have been exercised, converted or exchanged in full, any adjustment made to the Exchange Rate and the Exercise Price which was made C-6 upon the issuance of such Derivative Securities, and any subsequent adjustments based thereon, shall be recomputed on the basis that "N" in the above formula had been the number of shares actually issued upon the exercise, conversion or exchange of such Derivative Securities and "P" in the above formula had been calculated on the basis of the actual consideration received or receivable in connection with such Derivative Securities (as determined herein).

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants to any Person entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on at the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ --------- O + N x P --------- M and the Exercise Price shall be adjusted in accordance with the following formulawhere: EP' = EP x E E' where: E = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of this Section 12(b)stockholders entitled to receive the rights, options or warrants. Notwithstanding the foregoing, the term "Fully Diluted Shares" -------------------- Exercise Rate shall mean not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options, warrants or convertible securities which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) the exercise of the Warrants or any rights, options or warrants outstanding on the date hereof and described in the Memorandum (as defined in the Purchase Agreement). If at the end of a specified datethe period during which any such rights, andoptions, warrants or convertible securities are exercisable, not all rights, options, warrants or convertible securities shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ -------- O + N x P ---- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E ---- E' 135 where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = EP'= the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, and.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or ------------------------------------------------ sells to any Affiliate (as defined in Section 12(d) hereof) all holders of the Company (other than KIA V, L.P. and KEP V, L.P.) its Common Stock shares of its Common Stock or distributes to any Affiliate all holders of the Company (other than KIA V, L.P. and KEP V, L.P.) its Common Stock any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates holders of Common Stock to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance), sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ------ O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E - E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = EP'= the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, and.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- --- such issuance, sale or distribution the Company Com pany did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then ---- the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ --------------- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E --- E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, andand (ii) the shares of Common Stock into or for which rights, options, warrants or other securities of the Company outstanding as of such date are exercisable or convertible (other than the Warrants). Any adjustments shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the relevant Time of Determination. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options or warrants which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) any exercise of the Warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in each of the above formulas had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such the Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ----- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E - E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, and.

Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such the Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ----- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E -- E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" shall -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified date, andand (ii) the shares of Common Stock into or for which rights, options, warrants or other securities of the Company outstanding as of such date are exercisable or convertible (other than the Warrants). Any adjustments shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the relevant Time of Determination. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options or warrants which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) any exercise of the Warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in each of the above formulas had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. If ------------------------------------------------ the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") ---------------------- and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E = E x O + N ___________ ------------ O + N x P M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E E' where: E = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted ------------- Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified ------ date, andand (ii) the shares of Common Stock into or for which rights, options, warrants or other securities of the Company outstanding as of such date are exercisable or convertible (other than the Warrants). Any adjustments shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the relevant Time of Determination. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any such rights, options or warrants which have previously been the subject of an adjustment under this Agreement for which the required adjustment has been made and (ii) any exercise of the Warrants. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted to what it would have been if "N" in each of the above formulas had been the number of shares actually issued.

Adjustment for Certain Issuances of Common Stock. If (i) the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants to any Person entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on Value, (ii) upon the record date earlier of the exercise of any given Warrant or the conversion of the Class A Common Stock, the Class A Common Stock is then convertible into shares of Class B Common Stock at a rate which is greater than one share of Class B Common Stock for determining entitlements each share of such Affiliates to participate in such issuanceClass A Common Stock surrendered or (iii) the Company redeems or otherwise acquires any shares of Class A Common Stock, sale or distribution (then at the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E E' = E x O + N ___________ ----- O + (N x P P) ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E -- E' where: E E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP EP' = the Adjusted adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = Class A Common Stock (the "Class A Conversion Ratio") that exceed the underlying number of additional shares of Class A Common Stock. For purposes of the redemption or other acquisition of Class A Common Stock, the Class A Common Stock issuedshall be deemed to have been converted into shares of Class B Common Stock at the Class A Conversion Ratio in effect at the time of redemption or acquisition, sold or issuable upon exercise of such rights, options or warrantsas the case may be. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. For purposes of a conversion from Class A Common Stock to Class B Common Stock or the redemption or other acquisition of Class A Common Stock, P equals zero for the number of shares of Class B Common Stock then issuable upon conversion of shares of Class A Common Stock that exceed the underlying number of shares of Class A Common Stock. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b)calculation, the term "Fully Diluted Shares" -------------------- Current Market Value of one share of Class A Common Stock shall mean be deemed to equal the Current Market Value of one share of Class B Common Stock. The adjustments shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. In the case of the Class A Conversion Ratio, the adjustments shall be made on the basis provided above in accordance with the conversion ratio then in effect pursuant to the Company's Certificate of Incorporation whether or not any conversion shall have occurred. Notwithstanding the foregoing, the Exercise Rate and the Exercise Price shall not be subject to adjustment in connection with (i) the issuance of any shares of Common Stock upon exercise of any rights, options, warrants or convertible securities for which the required adjustment, if any, has been made, (ii) the exercise of the Warrants, any options, warrants or rights to acquire Common Stock currently outstanding and all such shares of Common Stock issued upon exercise of such options, warrants or rights, (iii) the conversion of Class A Common Stock into Class B Common Stock to the extent the Exercise Rate has been adjusted as provided above (if any such adjustment was so required) and (iv) the issuance of a specified daterights, andoptions or warrants to officers, employees, non-employee directors of the Company and to consultants as compensation in accordance with the terms of the Company's 2000 Stock Incentive Plan as in effect on the date hereof; provided, that on the date of grant thereof the exercise price of such rights, options or Warrants, as the case may be, equals or is greater than the Current Market Value of the underlying security on the date of grant of such right, option or warrant, as the case may be. If at the end of the period during which any such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if "N" in the above formulas had been the number of shares actually issued.