Common use of Adjustment For Certain Issuances Clause in Contracts

Adjustment For Certain Issuances. (a) In case at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares.

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the lowest price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants shares of Series A Preferred Stock or shares of Common Stock upon conversion of the Notes, or the Other Notes Series A Preferred Stock or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof or any other issuance of securities solely to the Holder occurring on or before August 31, 2004; (3) the issuance by the Company of shares of Newly Issued Shares in payment of dividends on the Series A Preferred Stock in accordance with the terms thereof; (34) the issuance of Common Stock upon conversion, exercise or exchange of, and in payment of interest on, Common Stock Equivalents outstanding on the Issuance Date in accordance with their the terms thereof existing on the Issuance Date; or (45) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors.

Adjustment For Certain Issuances. (aA) In case If at any time on or after the Issuance Date from time to time the Company issues 500,000 or more shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than or equal to the Purchase lower of (x) $2.00 per share (such price to be subject to equitable adjustment for stock splits, stock dividends, reverse stock splits and recapitalizations and (y) the Conversion Price in effect at the time of such issuance, then following such issuance the Purchase Conversion Price shall be reduced to the price per share that equals: (i) the lower of the amounts specified in the immediately preceding clauses (x) and (y) of this Section 4(c)(iii) (ii) an amount equal to 50 percent of (a) the lower of the amounts specified in the preceding clauses (x) and (y) of this Section 4(c)(iii) minus (b) the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to The provisions of this Section 8, then the number of shares 4(c)(iii) shall be applicable to successive issuances of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8and Common Stock Equivalents. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (cB) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 4(c)(iii) by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 4(c)(i) is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 144(c)(vii); (2) the issuance by the Company of this Note and the Notes, Warrant pursuant to the Other Notes, the Warrants Purchase Agreement or the Other Warrants or issuance by the Company of shares of Common Stock upon conversion of the Notes, or the Other Notes this Note in accordance with its terms or upon exercise of this the Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Dateits terms; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (53) the issuance by the Company of Common Stock or options to purchase Common Stock to employees, directors and consultants (or the exercise of such options by employees, directors and consultants) under the Company's non-qualified and incentive stock option plans existing as of the date hereof, as amended from time to time hereafter or any other stock compensation plan duly adopted by the Board of Directors. For the purposes of the adjustments in this Section 4(c)(iii), in the case of the issuance of any Common Stock Equivalents, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Common Stock Equivalents as consideration for acquisitions; shall be deemed to be outstanding, provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to upon the actual issuance of all Common Stock upon exercise, exchange or conversion of such sharesCommon Stock Equivalents.

Adjustment For Certain Issuances. If the Company (aor in the case of (ii) In case below, any other corporation) shall, at any time on or after from time to time prior to the Issuance Date the Company issues expiration date of this Warrant, (i) issue any shares of Common Stock or and the consideration per share of Common Stock Equivalents at a price received by the Company shall be less than the Warrant Price (as adjusted from time to time), or (ii) issue any securities which by their terms are convertible into or exchangeable for shares of Common Stock of the Company (herein "Convertible Securities") or represent the right to purchase Common Stock or Convertible Securities and the sum of the consideration per share at which of Common Stock receivable upon conversion or exchange of such Convertible Securities or upon exercise of such purchase rights, plus the consideration per share received by the Company sells upon the issuance of such Convertible Securities or purchase rights, shall be less than the Warrant Price at the date of issuance, the aggregate exercise price of this Warrant shall remain unchanged but the number of Shares receivable upon the exercise of this Warrant shall be increased as follows: the number of shares receivable upon the exercise of this Warrant immediately prior to the issue of such shares of Common Stock (or such Convertible Securities or purchase rights, as the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price case may be) shall be reduced to multiplied by a fraction, of which (x) the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may numerator shall be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at (on a fully diluted basis assuming the time exercise of such reduction all warrants or options to purchase Common Stock and the conversion of the Purchase Price to a number equal to the quotient obtained by dividing (xall Convertible Securities) the Aggregate Purchase Price in effect outstanding immediately prior to such issuance by (y) issue plus the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance number of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price issued (or the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities or exercise of this Warrant such purchase rights at their initial conversion, exchange or exercise price or rate, as the case may be), and of which (y) the denominator shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company number of shares of Common Stock pro rata outstanding immediately prior to all holders of such issue (on a fully diluted basis assuming the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant all warrants or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not options to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of purchase Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares.conversion

Adjustment For Certain Issuances. If, at any time or from time to time during the Conversion Price Adjustment Period, Comarco issues any Comarco Common Stock, except for any Excepted Issuances (as defined herein) (an “Issuance Transaction”) for consideration less than the Conversion Price then in effect at the time of such Issuance Transaction, then, and thereafter successively upon each additional Issuance Transaction during the Conversion Price Adjustment Period, the Conversion Price shall be reduced to such other lower price. For purposes of this adjustment, the issuance of any equity or debt instrument of Comarco, other than any Excepted Issuances, carrying the right to convert such security or debt instrument into Comarco Common Stock or of any warrant, right or option to purchase Comarco Common Stock (each of the foregoing, a “Common Stock Equivalent”) shall result in an adjustment to the Conversion Price upon the issuance of such Common Stock Equivalent if the conversion or exercise price (as the case may be) thereof is lower than the Conversion Price in effect upon such issuance of any such Common Stock Equivalent and again at any time upon any actual issuances of shares of Comarco Common Stock upon any exercise or conversion of such Common Stock Equivalent, provided that the price paid upon the actual issuance of shares of Common Stock on exercise or conversion of such Common Stock Equivalent, plus the consideration, if any, paid on or for the issuance of such Common Stock Equivalent, is lower than the Conversion Price in effect immediately prior to such exercise or conversion. Other than with respect to Excepted Issuances, Comarco Common Stock issued or issuable by Comarco for no consideration will be deemed issuable or to have been issued for $0.001 per share of Comarco Common Stock or, if the consideration paid for the shares in the Issuance Transaction cannot be determined at the time of issue, the adjustment contemplated hereby shall take place as soon as practicable after such consideration become determinable (whether during or after the Conversion Price Adjustment Period). Upon any reduction of the Conversion Price, the number of shares of Comarco Common Stock that the Lender shall thereafter be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Comarco Common Stock that would otherwise (but for the provisions of this Section 3.02(e)) be issuable on such exercise by a fraction of which (a) In case at the numerator is the Conversion Price that would otherwise (but for the provisions of this Section 3.02(e)) be in effect, and (b) the denominator is the Conversion Price in effect on the date of such exercise. For purposes of this Section 3.02(e) (“Excepted Issuances”) shall mean any time and each of the following: (i) the issuance of shares of Common Stock pursuant to Section 3.02(a), Section 3.02(b), Section 3.02(c) or Section 3.02(d) above, (ii) the issuance of shares of Comarco Common Stock pursuant to the Stock Purchase Agreement, (iii) the issuance of shares of Comarco Common Stock on conversion in whole or after in part of the Issuance Date Loan, (iv) the Company issues issuance of shares of Common Stock, or Comarco Common Stock Equivalents, as full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity, (v) Comarco’s issuance of Common Stock or Common Stock Equivalents at a price per share at which the Company sells in connection with strategic license agreements and other partnering arrangements, (vi) grants or issuances of options to purchase Comarco Common Stock or grants or issuances of other equity incentives (such as, but not limited to, restricted shares of Common Stock Stock) to officers or other employees or directors of, or consultants or advisors to, Comarco or any of its subsidiaries pursuant to any plan, agreement or arrangement approved by Comarco’s Board of Directors and the price per share at which issuance of shares or other securities on the holders exercise or vesting of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion options or exercise thereof which is less than the Purchase Price in effect at the time of such issuanceother equity incentives, then following such issuance the Purchase Price shall be reduced to the price per share and (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (xvii) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in other securities upon or as a result of the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant stock purchase warrants which Comarco became contractually obligated, prior to Section 8. (c) Notwithstanding the foregoingClosing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders grant or issue at any time thereafter or which were granted or issued and in effect as of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesClosing.

Adjustment For Certain Issuances. (a) In case If the Company shall, at any time on or after from time to time prior to the Issuance Date expiration date of this Warrant, (i) issue any common shares and the consideration received by the Company issues shall be less than $7.50 per common share (as adjusted from time to time as set forth herein, the "Determination Price"), or (ii) issue any securities which by their terms are convertible into or exchangeable for common shares of Common Stock or Common Stock Equivalents at a price per share at which the Company sells such (herein "Convertible Securities") or represent the right to purchase common shares or Convertible Securities and the sum of Common Stock or the price consideration per common share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock receivable upon conversion or exchange of such Convertible Securities or upon exercise thereof which is of such purchase rights, plus the consideration per share received by the Company upon the issuance of such Convertible Securities or purchase rights, shall be less than the Purchase Determination Price in effect at the time date of such issuance, then following such issuance the Purchase Price aggregate exercise price of this Warrant shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then remain unchanged but the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at Shares receivable upon the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding increased as follows: the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company number of shares of Common Stock pro rata to all holders of receivable upon the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant immediately prior to the issue of such common shares (or such Convertible Securities or purchase rights, as the case may be) shall be multiplied by a fraction, of which (x) the numerator shall be the number of common shares (on a fully diluted basis assuming the exercise of all warrants or options to purchase common shares and the conversion of all Convertible Securities) outstanding immediately prior to such issue plus the number of common shares issued (or the Other Warrants maximum number of common shares issuable upon conversion or in accordance with exchange of such Convertible Securities or exercise of such purchase rights at their initial conversion, exchange or exercise price or rate, as the terms hereof case may be), and thereof; of which (3y) the denominator shall be the number of common shares outstanding immediately prior to such issue (on a fully diluted basis assuming the exercise of all warrants or options to purchase common shares and the conversion of all Convertible Securities) plus the number of common shares which the aggregate consideration received by the Company upon the issuance of Common Stock upon conversion, exercise such common shares (or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (4) the issuance aggregate consideration received by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to upon the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in Convertible Securities or purchase rights plus the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance consideration receivable upon exercise of all such shares.Convertible Securities or purchase rights, as the case may be) would purchase at the Determination Price. If the Company issues any common shares or issues any Convertible Securities or rights to purchase common shares or Convertible Securities for a consideration per share less than the Determination Price, then the Determination Price shall be

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date before March 19, 2005 the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by BY (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof or any other issuance of securities solely to the Holder occurring on or before August 31, 2004; (3) the issuance by the Company of shares of Common Stock in payment of interest on the Notes in accordance with the terms thereof; (34) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (45) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors; or (56) the issuance by the Company of the Placement Agent Warrants or shares of Common Stock upon exercise of the Placement Agent Warrants in accordance with the terms hereof and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesthereof.

Adjustment For Certain Issuances. (aA) In case If, at any time (or from time to time) during the period beginning on or after the Issuance Date and ending on the second anniversary of the Issuance Date, the Company issues shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock Stock, or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof thereof, which is less than the Purchase Conversion Price in effect at the time of such issuance, then following such issuance the Purchase Conversion Price shall be reduced to the price per share that equals the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be converted or exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to The provisions of this Section 8, then the number of shares 4(c)(iii) shall be applicable to successive issuances of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8and Common Stock Equivalents. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (cB) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 4(c)(iii) by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 4(c)(i) is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 144(c)(vii); (2) the issuance by the Company of this Note and the Notes, Warrant pursuant to the Other Notes, the Warrants Purchase Agreement or the Other Warrants or issuance by the Company of shares of Common Stock upon conversion of the Notes, or the Other Notes this Note in accordance with its terms or upon exercise of this the Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Dateits terms; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (53) the issuance by the Company of Common Stock or options to purchase Common Stock to employees, directors and consultants (or the exercise of such options by employees, directors and consultants) under the Company's non-qualified and incentive stock option plans existing as of the date hereof, as amended from time to time hereafter or any other stock compensation plan duly adopted by the Board of Directors. For the purposes of the adjustments in this Section 4(c)(iii), in the case of the issuance of any Common Stock Equivalents, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Common Stock Equivalents as consideration for acquisitions; shall be deemed to be outstanding, provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to upon the actual issuance of all Common Stock upon exercise, exchange or conversion of such sharesCommon Stock Equivalents.

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the lowest price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants shares of Series B Preferred Stock or shares of Common Stock upon conversion of the Notes, or the Other Notes Series B Preferred Stock or upon exercise of this Warrant or other Warrants issued in connection with the Other Warrants or issuance of the Series B Preferred Stock in accordance with the terms hereof and thereof or any other issuance of securities solely to the Holder occurring on or before October 31, 2004; (3) the issuance by the Company of shares of Newly Issued Shares in payment of dividends on the Series B Preferred Stock in accordance with the terms thereof; (34) the issuance of Common Stock upon conversion, exercise or exchange of, and in payment of interest or dividends on, Common Stock Equivalents outstanding on the Issuance Date in accordance with their the terms thereof existing on the Issuance Date; or (45) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors.

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date before December 12, 2004 the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by BY (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereofhereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (4) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors.

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at a least $250,000, and where 120% of the price per share at which the Company sells such shares of Common Stock or where 120% of the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to 120% of the lowest price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant No adjustment shall be required to this Section 8, then be made to the number of shares of Common Stock for which may be issued upon exercise of this Warrant may thereafter be exercised shall be increased at the time of such reduction by virtue of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to application of this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants shares of Series D Preferred Stock or shares of Common Stock upon conversion of the Notes, or the Other Notes Series D Preferred Stock or upon exercise of this Warrant or other Warrants issued in connection with the Other Warrants or issuance of the Series D Preferred Stock in accordance with the terms hereof and thereof or any other issuance of securities solely to the Holder occurring on or before July 1, 2005; (3) the issuance by the Company of shares of Newly Issued Shares in payment of dividends on the Series D Preferred Stock in accordance with the terms thereof; (34) the issuance of Common Stock upon conversion, exercise or exchange of, and in payment of interest or dividends on, Common Stock Equivalents outstanding on the Issuance Date in accordance with their the terms thereof existing on the Issuance Date; or (45) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors.

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date before January 8, 2005 the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by BY (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof or any other issuance of securities solely to the Holder occurring on or before August 31, 2004; (3) the issuance by the Company of shares of Common Stock in payment of interest on the Notes in accordance with the terms thereof; (34) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Date; or (45) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors; or (56) the issuance by the Company of the Advance Shares, the Advance Warrants or the Placement Agent Warrants or shares of Common Stock upon exercise of the Advance Warrants or the Placement Agent Warrants in accordance with the terms hereof and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesthereof.

Adjustment For Certain Issuances. (a) In case If at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the lowest price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants shares of Series C Preferred Stock or shares of Common Stock upon conversion of the Notes, or the Other Notes Series C Preferred Stock or upon exercise of this Warrant or other Warrants issued in connection with the Other Warrants or issuance of the Series C Preferred Stock in accordance with the terms hereof and thereof or any other issuance of securities solely to the Holder occurring on or before February 28, 2005; (3) the issuance by the Company of shares of Newly Issued Shares in payment of dividends on the Series C Preferred Stock in accordance with the terms thereof; (34) the issuance of Common Stock upon conversion, exercise or exchange of, and in payment of interest or dividends on, Common Stock Equivalents outstanding on the Issuance Date in accordance with their the terms thereof existing on the Issuance Date; or (45) the issuance by the Company of option grants Newly Issued Shares upon grant or exercise of options for Common Stock or other of the Company’s equity securities for employees employees, directors and consultants under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (5) the issuance by the Company of Common Stock and Common Stock Equivalents as consideration for acquisitions; provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such sharesDirectors.

Adjustment For Certain Issuances. (aA) In case If, at any time (or from time to time) during the period beginning on or after the Issuance Date and ending on the second anniversary of the Issuance Date, the Company issues shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock Stock, or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof thereof, which is less than the Purchase Conversion Price in effect at the time of such issuance, then following such issuance the Purchase Conversion Price shall be reduced to the price per share that equals the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be converted or exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to The provisions of this Section 8, then the number of shares 4(c)(iii) shall be applicable to successive issuances of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8and Common Stock Equivalents. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (cB) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 4(c)(iii)(A) by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 4(c)(i) is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 144(c)(vii); (2) the issuance by the Company of this Note and the Notes, Warrant pursuant to the Other Notes, the Warrants Purchase Agreement or the Other Warrants or issuance by the Company of shares of Common Stock upon conversion of the Notes, or the Other Notes this Note in accordance with its terms or upon exercise of this the Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Dateits terms; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (53) the issuance by the Company of Common Stock and or options to purchase Common Stock Equivalents as consideration for acquisitions; provided that such shares in to employees, directors and consultants (or the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess exercise of such amountoptions by employees, adjustment shall be made pursuant directors and consultants) under the Company's non-qualified and incentive stock option plans existing as of the date hereof, as amended from time to this provision with respect to time hereafter or any other stock compensation plan duly adopted by the issuance Board of all such sharesDirectors.

Adjustment For Certain Issuances. (aA) In case If, at any time (or from time to time) during the period beginning on or after the Issuance Date and ending on the second anniversary of the Issuance Date, the Company issues shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock Stock, or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof thereof, which is less than the Purchase Conversion Price in effect at the time of such issuance, then following such issuance the Purchase Conversion Price shall be reduced to the price per share that equals the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be converted or exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to The provisions of this Section 8, then the number of shares 4(c)(iii) shall be applicable to successive issuances of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8and Common Stock Equivalents. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (cB) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 4(c)(iii)(a) by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 4(c)(i) is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 144(c)(vii); (2) the issuance by the Company of this Note pursuant to the Notes, the Other Notes, the Warrants Exchange Agreement or the Other Warrants or issuance by the Company of shares of Common Stock upon conversion of the Notes, or the Other Notes this Note in accordance with its terms or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accordance with their terms on the Issuance Dateits terms; or (4) the issuance by the Company of option grants for Common Stock or other of the Company’s equity securities for employees under a stock option, equity compensation or similar plan duly adopted by the Board of Directors in an amount not to exceed 926,768 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); provided that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to the issuance of all such shares; or (53) the issuance by the Company of Common Stock or options to purchase Common Stock to employees, directors and consultants (or the exercise of such options by employees, directors and consultants) under the Company's non-qualified and incentive stock option plans existing as of the date hereof, as amended from time to time hereafter or any other stock compensation plan duly adopted by the Board of Directors. For the purposes of the adjustments in this Section 4(c)(iii), in the case of the issuance of any Common Stock Equivalents, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Common Stock Equivalents as consideration for acquisitions; shall be deemed to be outstanding, provided that such shares in the aggregate amount to no more than 1,853,536 shares (as may be adjusted for stock splits, combinations, recapitalizations and the like); and provided further that, to the extent any shares are issued in excess of such amount, adjustment shall be made pursuant to this provision with respect to upon the actual issuance of all Common Stock upon exercise, exchange or conversion of such sharesCommon Stock Equivalents.