Common use of Adjustment for Common Stock Issue Clause in Contracts

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the following formula: N’ ' = N x A ----- O + P/P - M where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the issuance Company, in connection with the acquisition of Common Stock upon such person or otherwise issued in consideration of the exercise Company's or any of rights its subsidiaries' acquisition of another person or warrants issued to the holders of Common Stockbusiness, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued in a bona fide private placement pursuant to non-affiliates employee stock purchase programs meeting the requirements of ss. 423 of the CompanyInternal Revenue Code of 1986, including without limitation the issuance as amended, and (6) Common Stock issued to all holders of equity as consideration Common Stock in connection with any stock split, stock dividend or partial consideration for acquisitions from persons that are not affiliates other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P --- E' = N E x A O + P/M --------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 117, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for Common Stockor exercisable for, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (57) Common Stock issued in a bona fide private placement to non-affiliates to, or through a placement agent which is, a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the issuance stated terms of equity as consideration or partial consideration for acquisitions from persons that are not affiliates such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the Companyinstrument under which the preferred stock was issued.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P - E' = N E x A O + P/M -------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 117, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for Common Stockor exercisable for, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (57) Common Stock issued in a bona fide private placement to non-affiliates to, or through a placement agent which is, a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the issuance stated terms of equity as consideration or partial consideration for acquisitions from persons that are not affiliates such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the Companyinstrument under which the preferred stock was issued.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P - E' = N E x A O + P/M ------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 1110, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments thereunder), (4) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting or (57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the current market price attributable to restrictions on transferability of the CompanyCommon Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Trustee, shall exceed 20%).

Adjustment for Common Stock Issue. If the Company DIMAC Holdings issues shares of Common Stock for a consideration per share less than the Closing Price Specified Value per share on the date the Company DIMAC Holdings fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: N’ = N x W'=~W `TIMES` {A OVER {O `+ P/M `{P OVER M}}} where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) to any of the transactions described in subsections subsection (b) and (ca) of this Section 11,or the issuances described below: (2i) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the The issuance of Common Stock upon the conversion, exercise or exchange of any Convertible Securities (as defined below), including the Warrants, outstanding on the date hereof or for which an adjustment has been made pursuant to this Section ; or (A) The grant of rights or warrants issued to purchase shares of Common Stock representing, in the holders aggregate (taking into account all such grants since October 22, 1998), up to 5% of the outstanding shares of Common Stock, (3) , and the issuance of such shares of Common Stock (upon exercise of such rights, to directors or members of management of DIMAC Holdings and options exercisable therefor) issued its subsidiaries pursuant to the Company’s employeesmanagement incentive plans, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit stock option and stock purchase plans or stock option plans agreements adopted by the Board board of Directors directors of DIMAC Holdings and (B) following the acquisition by DIMAC Holdings of any of the Company rights or shares referred to in clause (A) the reissuance of any such acquired rights and approved by the holders issuance of shares of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyupon exercise thereof.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock (including treasury shares) for a consideration per share less than the Closing Price Specified Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: N’ = N x A O + P/M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) to any of the transactions described in subsections subsection (b) and (ca) of this Section 11,8 or the issuances described below: (2i) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the The issuance of Common Stock upon the conversion, exercise or exchange of rights or warrants issued to any Convertible Securities (as defined below), including the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employeesWarrants, officers, directors, consultants or advisors (whether or not still in such capacity outstanding on the date hereof or for which an adjustment has been made pursuant to this Section 8; or (ii) (A) The grant of exercise) under bona fide rights to purchase shares of Common Stock and the issuance of such shares of Common Stock upon exercise of such rights, to directors, members of management or employees of the Company and its subsidiaries pursuant to management incentive plans, employee benefit incentive plans, stock option and stock purchase plans or agreements adopted by the board of directors of the Company and (B) following the acquisition by the Company of any of the rights or shares referred to in clause (A) the reissuance of any such acquired rights and the issuance of shares of Common Stock upon exercise thereof and (C) the grant of any rights under a phantom stock option plans plan, stock appreciation rights plan or other deferred compensation plan to officers, directors or employees of the Company and its subsidiaries adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 7(d) does not apply to: (1i) any of the transactions described in subsections (bSections 7(b) and (c) of this Section 117(c), (2ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights rights, options or warrants issued to the holders of Common Stock, (3iii) Common Stock (and options exercisable options, restricted stock units and other equity incentives exercisable, convertible or exchangeable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option equity incentive plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 7(d),, and (4iv) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P - E' = N E x A O + P/M -------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 1110, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments thereunder), (4) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to (A) shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger or (B) the seller of all or substantially all the assets of another business upon the closing of such acquisition, (6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment or best efforts underwriting (provided, however, in the case of a best efforts underwriting, it is conducted through a broker-dealer which is a member firm of the National Association of Securities Dealers, Inc.), or (57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the current market price attributable to restrictions on transferability of the CompanyCommon Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Holder, shall exceed 20%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: A N’ ' = N x A ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P --- E' = N E x A O + P/M --------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (a), (b) and or (c) of this Section 1110, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments thereunder), (4) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting or (57) Common Stock issued in a bona fide private placement (except to non-affiliates the extent that any discount from the current market price attributable to restrictions on transferability of the CompanyCommon Stock, including without limitation as determined in good faith by the issuance Board of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of Directors and described in a Board resolution which shall be filed with the CompanyTrustee, shall exceed 25%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P _ E' = N E x A O + P/M ______ A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 117, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for Common Stockor exercisable for, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (57) Common Stock issued in a bona fide private placement to non-affiliates to, or through a placement agent which is, a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the issuance stated terms of equity as consideration or partial consideration for acquisitions from persons that are not affiliates such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the Companyinstrument under which the preferred stock was issued.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants consultants, or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide underwritten public offering for cash,, or (5) Common Stock issued in a to effect the Initial Business Combination and Common Stock issued to effect any other bona fide private placement to merger, stock purchase, asset acquisition, or similar business combination with non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: NE’ = N E x A O + P/M where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1i) any of the transactions described in subsections (a), (b) and (c) of this Section 116.01, (2ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or which are the issuance subject of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 6.01(e), (4iii) shares of Common Stock issued in a bona fide public offering for cash,merger of the Company with a Person who is not an Affiliate of the Company; (5iv) shares of Common Stock issued as consideration in a bona fide private placement to non-affiliates merger of the Company with any of its Affiliates, if the Company obtains an opinion from a nationally recognized investment banking, appraisal or valuation firm stating that the consideration received in such merger is fair to the Company; provided, including without limitation however, that such opinion shall not be required in the case of a merger of iPayment Investors, L.P. with and into the Company where the partners in iPayment Investors, L.P. receive in consideration only the shares of Common Stock owned by iPayment Investors, L.P. prior to such transaction; and (v) shares of Common Stock issued pursuant to, or upon the exercise of awards granted pursuant to, employee benefit plans of the Company in an aggregate amount not to exceed, together with Common Stock issuable pursuant to Section 6.01(e)(iii), 20% of the outstanding shares of Common Stock of the Company on the date of this Agreement on a fully-diluted basis after giving effect to the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the CompanyWarrants, subject to any applicable anti-dilution adjustment.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. (a) If the Company Borrower issues shares of Common Stock for a consideration per share less than the Closing Current Market Price per share on the date the Company Borrower fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall be adjusted in accordance with the following formula: N’ = N x A O + P/M where: N’ C' = the adjusted Conversion Price C = the current Conversion Price O = the number of shares of Common Stock issuable upon exercise of each Warrant. N = outstanding on the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. record date P = the aggregate consideration received for the issuance of such additional shares. shares M = the Closing Current Market Price per share on the record date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. (b) The adjustment contemplated by this Section 7.08 shall be made successively whenever any such issuance is made, made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such issuance. additional shares of Common Stock. (c) This subsection (d) does Section 7.08 shall not apply to: (1i) any of the transactions described in subsections Section 7.06 (bAdjustment for Rights Issue) and Section 7.07 (c) of this Section 11,Adjustment for Other Distributions); (2ii) the exercise conversion of Warrants, the Conversion Amount or the conversion or exchange of other securities convertible into or exchangeable for Common Stock, or ; (iii) the issuance of Common Stock upon the exercise of rights rights, options or warrants issued to the holders of Common Stock,; (3iv) the issuance of Common Stock (and options exercisable therefor) issued to the CompanyBorrower’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company Borrower, and approved by the holders of Common Stock when required by law, if such but only to the extent that the aggregate number of shares excluded by this clause (iv) and issued after the date of this Agreement shall not exceed five per cent (5%) of the Common Stock would otherwise be covered by outstanding as of the date of this subsection (d),Agreement; (4v) the issuance of Common Stock issued to stockholders of any Person that merges into the Borrower in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger; (vi) the issuance of Common Stock in a bona fide public offering for cash,pursuant to a firm commitment underwriting; or (5vii) the issuance of Common Stock issued in a bona fide private placement to non-affiliates through a placement agent that is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the Current Market Price shall exceed twenty per cent (20%) of the Companythen current market price).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N’ ' = N x A ----- O + P/P - M where: N’ = N'= the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the then current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance sale of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 1110, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to employees of the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) Company and its Wholly Owned Subsidiaries under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued on or after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments under such plan), (4) Common Stock issued in a bona fide public offering for cash,upon the exercise of warrants and stock options outstanding on the Date of Closing, or (5) Common Stock issued in a bona fide private placement public offering pursuant to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya firm commitment underwriting.

Adjustment for Common Stock Issue. If the Company issues --------------------------------- shares of Common Stock for a consideration per share less than the Closing Price current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: N’ P --- E' = N E x A O + P/M ------------ A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. Upon calculation of the adjusted Exercise Price, each Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of shares of Common Stock (calculated to the nearest hundredth) as calculated pursuant to subsection (r) of this Section 13. This subsection (d) does not apply to: (1i) any of the transactions described in subsections (a), (b) and (c) of this Section 11,13; (2ii) the exercise of WarrantsWarrants or other warrants outstanding on the date of this Agreement, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance ; (iii) up to 2,307,972 shares of Common Stock issued to the Company's employees, consultants or directors pursuant to stock option plans or stock ownership plans so long as the price at which such shares are issued is not less than $1.45; (iv) Common Stock issuable upon the exercise of rights or warrants issued to the holders of Common Stock,; (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4v) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting; (5vi) Common Stock issued upon conversion of the Series A Preferred Stock, par value $0.01 per share, of the Company in a bona fide private placement to non-affiliates accordance with the Certificate of Designation with respect thereto, Common Stock issued upon conversion of the Series B Preferred Stock, par value $0.01 per share, of the Company in accordance with the Certificate of Designation with respect thereto, and Common Stock issued upon conversion of the Series C Preferred Stock, par value $0.01 per share, of the Company in accordance with the Certificate of Designation with respect thereto, in each case, as such Certificate of Designation is in effect on the date hereof; (vii) Common Stock or securities convertible into or exchangeable for Common Stock issued as dividends or interest in respect of any shares of preferred stock of the Company existing on the date hereof or in respect of the Notes; and (viii) Common Stock issued upon conversion of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company's 9% Convertible Notes due 2006.

Adjustment for Common Stock Issue. If the Company hereafter issues shares of Common Stock for a consideration per share (determined in accordance with subsection 9(g)) less than the Closing Price Specified Value per share share, on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: N’ W' = N W x A ----- O + P/P - M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) to any of the transactions described in subsections subsection (b) and (ca) of this Section 11, (2) 9. Notwithstanding anything herein to the contrary, no adjustment will be made with respect to the issuance of up to 95,995 shares of Common Stock, as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations applicable to the Common Stock generally, to employees of the Company or its Subsidiaries pursuant to the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and employee stock options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted approved by the Board of Directors of the Company (the "Board of Directors") or an authorized committee thereof, and issued to persons other than the Principals pursuant to the Company's Share Incentive Plan adopted by the Board of Directors on January 29, 2001, and by the Company's stockholders on January 30, 2001, as in effect on the date hereof or as subsequently amended, modified or supplemented to the extent such amendment, modification or supplement is approved in writing by the holders of Common a majority of the then outstanding Warrants (the "Stock when Option Plan"); provided the adjustment, if any, required by law, if Section 9(e) hereof has been made with respect to the grant of any such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoptions.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P - E' = N E x A O + P/M ----- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 1110, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments thereunder), (4) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting or (57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the current market price attributable to restrictions on transferability of the CompanyCommon Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Trustee, shall exceed 20%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ ' = N x × A O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ ' = N x A ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ ' = N x × A O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1i) any of the transactions described in subsections (b) and (c) of this Section 11, (2ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3iii) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4iv) Common Stock issued in a bona fide public offering for cash, (5v) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the following formula: N’ ' = N x A ----- O + P/P - M where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the issuance Company, in connection with the acquisition of Common Stock upon such person or otherwise issued in consideration of the exercise Company's or any of rights its subsidiaries' acquisition of another person or warrants issued to the holders of Common Stockbusiness, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued in a bona fide private placement pursuant to non-affiliates employee stock purchase programs meeting the requirements of (S) 423 of the CompanyInternal Revenue Code of 1986, including without limitation the issuance as amended, and (6) Common Stock issued to all holders of equity as consideration Common Stock in connection with any stock split, stock dividend or partial consideration for acquisitions from persons that are not affiliates other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each the Warrant. N = the current number of shares of Common Stock issuable upon exercise of each the Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 7(d) does not apply to: (1i) any of the transactions described in subsections (bSections 7(b) and (c) of this Section 117(c), (2ii) the exercise of Warrantsthe Warrant, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights rights, options or warrants issued to the holders of Common Stock, (3iii) Common Stock (and options exercisable options, restricted stock units and other equity incentives exercisable, convertible or exchangeable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option equity incentive plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 7(d),, and (4iv) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ ' = N x A _________ O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the Spin-Off Date shall not exceed 5% of the Common Stock outstanding on the Spin-Off Date), (4) Common Stock issued in a bona fide public offering for cashoffering, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Last Reported Sale Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Last Reported Sale Price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: N’ P --- E' = N E x A O + P/M ---------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance of such additional shares. . A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment pursuant to subsection (d) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (a), (b) and (c) of this Section 11,14; (2) the exercise of WarrantsWarrants or other warrants outstanding on the date of this Agreement, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,; (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officersofficers or directors (other than to Xxxxxxxx X. Xxxxx (the "Principal") or (x) any immediate family member of the Principal or (y) any trust, directorscorporation, consultants partnership or advisors other entity, more than 50% of the voting equity interests of which are owned directly or indirectly by, and which is controlled by the Principal and/or such other persons referred to in the immediately preceding clause (whether or not still in such capacity on the date of exercisex)) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),; (4) Common Stock issuable upon the exercise of rights or warrants issued to the holders of Common Stock; (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger; (6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting; (57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons Inc. to Persons that are not affiliates Affiliates (as defined in the Certificate of Designation) of the CompanyCompany (except to the extent that any discount from the current market price attributable to restrictions on transferability of the Common Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price); or (8) Common Stock issued to Affiliates of the Company simultaneous with, and resulting in at least the same net proceeds per share of Common Stock to the Company as, an issuance referred to in paragraphs (6) or (7) of this Section 14(d).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the following formula: N’ ' = N x A ----- O + P/P - M where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the issuance Company, in connection with the acquisition of Common Stock upon such person or otherwise issued in consideration of the exercise Company's or any of rights its subsidiaries' acquisition of another person or warrants issued to the holders of Common Stockbusiness, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued in a bona fide private placement pursuant to non-affiliates employee stock purchase programs meeting the requirements ofss. 423 of the CompanyInternal Revenue Code of 1986, including without limitation the issuance as amended, and (6) Common Stock issued to all holders of equity as consideration Common Stock in connection with any stock split, stock dividend or partial consideration for acquisitions from persons that are not affiliates other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N’ ' = N x A ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the then current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance sale of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 1110, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to employees of the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) Company and its Wholly Owned Subsidiaries under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued on or after the Original Issue Date shall not exceed 11,633,775 shares of Common Stock or options exercisable into shares of Common Stock outstanding at any time (subject to adjustment for stock splits, stock dividends, recapitalization, etc.),). (4) Common Stock issued in a bona fide public offering for cash,upon the exercise of warrants and stock options outstanding on the Second Issue Date, or (5) Common Stock issued in a bona fide private placement public offering pursuant to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya firm commitment underwriting.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Last Reported Sale Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Last Reported Sale Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Preferred Shares which would be held by a Holder of Common Stock issuable Preferred Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the formula: N’ N1 = N x × A O + P/M where: N’ N1 = the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Preferred Shares held by such Holder. 0 = the number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (32) Common Stock (and options exercisable therefor) issued to shareholders of any per son which merges into the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors with a subsidiary of the Company and approved by Company, in connection with the holders acquisition of Common Stock when required by lawsuch person, if such Common Stock would otherwise be covered by this subsection (d),or (43) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in pursuant to a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyfirm commitment underwriting.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N’= N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Current Market Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock Warrant Shares issuable upon exercise or exchange of each this Warrant shall be adjusted in accordance with the formula: N’ ' = N x A ----- O + P/P --- M where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise or exchange of each this Warrant. N = the then current number of shares of Common Stock Warrant Shares issuable upon exercise or exchange of each this Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Current Market Price per share on the date of issuance sale of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If the Company shall fix a record date for the issuance of rights, options or warrants to the holders of its Common Stock or other securities entitling such holders to subscribe for or purchase for a period expiring within 60 days of such record date shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share of Common Stock (or having a conversion price per share of Common Stock, if a security convertible into shares of Common Stock) less than the current market price per share of Common Stock on such record date, then the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants (or conversion of such convertible securities) shall be deemed to have been issued and outstanding as of such record date and the number of Warrant Shares issuable upon exercise or exchange of this Warrant shall be adjusted pursuant to this paragraph (c) as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such shares of Common Stock. Such adjustment shall be made successively whenever such record date is fixed; and in the event that such rights, options or warrants are not so issued or expire unexercised, or in the event of a change in the number of shares of Common Stock to which the holders of such rights, options or warrants are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 6), then the number of Warrant Shares issuable upon exercise or exchange of this Warrant shall again be adjusted to be the number of Warrant Shares which would then be in effect if such record date had not been fixed, in the former event, or the number of Warrant Shares which would then be in effect if such holders had initially been entitled to such changed number of shares of Common Stock, in the latter event. If the Company shall issue rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible into shares of Common Stock) or shall issue convertible securities, and the price per share of Common Stock of such rights, options, warrants or convertible securities (including, in the case of rights, options or warrants, the price at which they may be exercised) is less than the current market price per share of Common Stock, then the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants or upon conversion of such convertible securities shall be deemed to have been issued and outstanding as of the date of such sale or issuance, and the number of Warrant Shares issuable upon exercise or exchange of this Warrant shall be adjusted pursuant to this paragraph (c) as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration equal to the aggregate consideration paid for such rights, options, warrants or convertible securities and the aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such shares of Common Stock. Such adjustment shall be made successively whenever such rights, options, warrants or convertible securities are issued; and in the event that such rights, options or warrants expire unexercised, or in the event of a change in the number of shares of Common Stock to which the holders of such rights, options, warrants or convertible securities are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 6), then the number of Warrant Shares issuable upon exercise or exchange of this Warrant shall again be adjusted to be the number of Warrant Shares which would then be in effect if such rights, options, warrants or convertible securities had not been issued, in the former event, or the number of Warrant Shares which would then be in effect if such holders had initially been entitled to such changed number of shares of Common Stock, in the latter event. No adjustment of the number of Warrant Shares issuable upon exercise or exchange of this Warrant shall be made pursuant to this paragraph to the extent that the number of Warrant Shares shall have been adjusted pursuant to the preceding paragraph upon the setting of any record date relating to such rights, options, warrants or convertible securities and such adjustment fully reflects the number of shares of Common Stock to which the holders of such rights, options, warrants or convertible securities are entitled and the price payable therefor. This subsection (dc) does not apply to: (1) any of the transactions described in subsections subsection (b) and (c) of this Section 11,6 or (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stockthis Warrant, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock (including treasury shares) for a consideration per share less than the Closing Price Specified Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: N’ = N x A O + P/M where: NW’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) to any of the transactions described in subsections subsection (b) and (ca) of this Section 11,8 or the issuances described below: (2i) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the The issuance of Common Stock upon the conversion, exercise or exchange of rights or warrants issued to any Convertible Securities (as defined below), including the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employeesWarrants, officers, directors, consultants or advisors (whether or not still in such capacity outstanding on the date hereof or for which an adjustment has been made pursuant to this Section 8; or (ii) (A) The grant of exercise) under bona fide rights to purchase shares of Common Stock and the issuance of such shares of Common Stock upon exercise of such rights, to directors, members of management or employees of the Company and its subsidiaries pursuant to management incentive plans, employee benefit incentive plans, stock option and stock purchase plans or agreements adopted by the board of directors of the Company and (B) following the acquisition by the Company of any of the rights or shares referred to in clause (A) the reissuance of any such acquired rights and the issuance of shares of Common Stock upon exercise thereof and (C) the grant of any rights under a phantom stock option plans plan, stock appreciation rights plan or other deferred compensation plan to officers, directors or employees of the Company and its subsidiaries adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Preferred Shares which would be held by a Holder of Common Stock issuable Preferred Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the formula: N’ ' = N x A ----- O + P/P - M where: N’ ' = the adjusted number of shares of Common Stock issuable Preferred Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantPreferred Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (32) Common Stock (and options exercisable therefor) issued to shareholders of any person which merges into the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors with a subsidiary of the Company and approved by Company, in connection with the holders acquisition of Common Stock when required by lawsuch person, if such Common Stock would otherwise be covered by this subsection (d),or (43) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in pursuant to a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.firm commitment underwriting. 7 -5-

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: N’ P -- E' = N E x A O + P/M ------------ A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment pursuant to this subsection (d) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (a), (b) and (c) of this Section 11,14; (2) the exercise of WarrantsWarrants or other warrants outstanding on the date of this Agreement, or the conversion or exchange of other securities convertible into or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,; (3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants officers or advisors (whether or not still in such capacity on the date of exercise) directors under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),; but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 10% of the Common Stock outstanding at the time of the adoption of such plan, exclusive of antidilution adjustment thereunder; (4) Common Stock issuable upon the exercise of rights or warrants issued to the holders of Common Stock; (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger; (6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting; or (57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the current market price attributable to restrictions on transferability of the CompanyCommon Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ P --- E' = N E x A O + P/M ----------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (d) does not apply to: (1i) any of the transactions described in subsections (bSections 11(b) and (c) of this Section 11,); (2ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,; (3iii) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection Section 11(d) (dbut only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments thereunder),; (4iv) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock; (v) Common Stock issued to stockholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger; (vi) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting; or (5vii) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. ("NASD") (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the current market price attributable to restrictions on transferability of the CompanyCommon Stock, as determined in good faith by the Board of Directors of the Company (the "BOARD") and described in a Board resolution which shall be filed with the Trustee, shall exceed 20%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the following formula: N’ ' = N x A --- O + P/P - M where: N’ = N'= the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection . (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the issuance Company, in connection with the acquisition of Common Stock upon such person or otherwise issued in consideration of the exercise Company's or any of rights its subsidiaries' acquisition of another person or warrants issued to the holders of Common Stockbusiness, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued in a bona fide private placement pursuant to non-affiliates employee stock purchase programs meeting the requirements of (S) 423 of the CompanyInternal Revenue Code of 1986, including without limitation the issuance as amended, and (6) Common Stock issued to all holders of equity as consideration Common Stock in connection with any stock split, stock dividend or partial consideration for acquisitions from persons that are not affiliates other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with the following formula: N’ ' = N x A ----- O + P/P - M where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately after prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (da) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the issuance Company, in connection with the acquisition of Common Stock upon such person or otherwise issued in consideration of the exercise Company's or any of rights its subsidiaries' acquisition of another person or warrants issued to the holders of Common Stockbusiness, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued in a bona fide private placement pursuant to non-affiliates employee stock purchase programs meeting the requirements of (S) 423 of the CompanyInternal Revenue Code of 1986, including without limitation the issuance as amended, and (6) Common Stock issued to all holders of equity as consideration Common Stock in connection with any stock split, stock dividend or partial consideration for acquisitions from persons that are not affiliates other recapitalization of the Company.