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 market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x O + ( P) A where: E' = the adjusted Exercise Price. E = the Exercise Price immediately prior to the adjustment. 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 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: (i) any of the transactions described in subsections (b) and (c) of this Section 10, (ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereof, (iii) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv) Common Stock issued to the Company's management pursuant to the Option Grant (as defined in the Subscription Agreement), or (v) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Current Market Price per share on the date the Company fixes the offering price of such additional shares, the Exercise Conversion Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ----- A where: E' = the adjusted Exercise Conversion Price. E = the Exercise Price immediately prior to the adjustmentcurrent Conversion 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 101.4, (ii2) the exercise conversion of Warrantswarrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directorsemployees, employees consultants or advisors under the Praegitzer Industries, Inc. 1900 Xxxxx Xncentive Plan and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by Praegitzer Industries, Inc. Emxxxxxx Xxxck Purchase Plan as in effect on the stockholders date of the Company when required by lawAgreement, 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock upon the conversion of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any Person that is not affiliated with the Company's management pursuant Company and that merges into the Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such Person immediately prior to such merger, orupon such merger, (v6) Common Stock issued to Persons in a bona fide public offering pursuant to a firm commitment underwritingunderwriting or (7) Common Stock issued to Persons who are not affiliates of the Company in a bona fide private placement through a placement agent that is a member firm of the NASD (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 pursuant to Section 1.4(n) and described in a Board resolution which shall be delivered to each holder of any Convertible Amount, shall exceed 15%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Market Price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x [(O + ( P(P / M)) A / A] where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market price Market Price per share of Common Stock 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 pursuant to this Section 9(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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 109, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on Stock, the date hereofissuance of which caused an adjustment to be made under Section 9(e), (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and directors or consultants (or employees, directors or consultants of its Affiliates) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant, together with the number of shares issuable upon conversion of the securities described in clause (e)(2) below, shall not exceed 510% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to stockholders of any Person which merges with the Company's management , or with a subsidiary of the Company (in proportion to such stockholders' stock holdings of such Person immediately prior to such merger, upon such merger), provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, (5) the issuance of shares of Common Stock pursuant to the Option Grant rights, options or warrants which were originally issued in a Non- Affiliate Sale (as defined in below) together with one or more other securities as part of a unit at a price per unit, (6) shares of Common Stock issued upon exercise of any option granted or warrant issued prior to the Subscription Agreement)date of this Warrant and, with respect to any option granted or warrant issued after the date of this Warrant at an exercise price not less than Market Price per share on the date of such grant or issuance, shares of Common Stock issued upon exercise thereof, or (v7) shares of Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting; provided that the issue price of such shares is at least equal to 80% of the then Market Price per share of Common Stock.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ----------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (b) and (c) of this Section 1011, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution antidilution adjustments thereunder), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, upon such merger, or (v6) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P ---- E' = E x O + ( P) M ----------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of WarrantsWarrants or any other rights, options or warrants to purchase Common Stock outstanding on the date hereof, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P --- E' = E x O + ( P) M ------------ A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x O + ( P) M A where: E' = the adjusted Exercise Price. E = the Exercise Price immediately prior to the adjustment. 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 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: (i) any of the transactions described in subsections (b) and (c) of this Section 10, (ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereof, (iii) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv) Common Stock issued to the Company's management pursuant to the Option Grant (as defined in the Subscription Agreement), or (v) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P O + --- M E' = E x O + ( P) ------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and directors or consultants (or employees, directors or consultants of its Affiliates) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement, together with the number of shares issuable upon conversion of the securities described in clause (e)(2) below, shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges with the Company's management , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, (5) the issuance of shares of Common Stock pursuant to the Option Grant rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined below) together with one or more other securities as part of a unit at a price per unit, (6) Common Stock issued upon the exercise of the convertible securities described in the Subscription Agreement)last paragraph of clause (e) below, or (v7) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwritingupon the conversion of the Company's Series A Preferred Stock and Series A-1 Preferred Stock.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' ’ = E x O + ( P) A M where: E' ’ = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in in: subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directors, ’s employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any Person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company Weekly Reader issues shares of Common Stock common stock (other than pursuant to any common stock-related employee benefit plan or agreement of Weekly Reader approved by its Board of Directors) for a consideration per share less than the market price Fair Value per share on the date the Company Weekly Reader fixes the offering price of such additional shares, the Exercise Price Exchange Ratio shall be adjusted in accordance with the formula: A ------------------- E' = E x O P ----- + ( P) A M where: E' = the adjusted Exercise PriceExchange Ratio. E = the Exercise Price immediately prior to the adjustmentthen current Exchange Ratio. O = the number of shares of Common Stock of Weekly Reader outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the market price Fair Value per share on the date of issuance of such additional shares. . A = the number of shares of common stock of Weekly Reader 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 109, (ii2) the exercise of Warrantswarrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on common stock the date hereofissuance of which caused an adjustment to be made under Section 9(e), (iii3) shares of Common Stock common stock issued to the CompanyWeekly Reader's directors, employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the its Board of Directors and approved by the stockholders holders of the Company common stock of Weekly Reader when required by law, if such Common Stock 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 hereof of this Agreement shall not exceed 5% of the Common Stock common stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock common stock of Weekly Reader issued to shareholders of any person which merges into Weekly Reader, as applicable, or with a subsidiary of the Company's management pursuant Company or Weekly Reader in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of Weekly Reader the Option Grant (as defined Board of Directors of Weekly Reader shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of Weekly Reader stating that the consideration received in the Subscription Agreement)such merger is fair to Weekly Reader from a financial point of view, or (v5) Common Stock the issuance of shares of common stock of Weekly Reader pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of --------------------------------- Common Stock for a consideration per share less than the market price Current Market Price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 10, (ii2) the exercise of Warrantswarrants or options, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofStock, (iii3) shares Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock, (4) Common Stock issued to the Company's directors, employees and consultants under bona fide employee employment benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company Common Stock when required by law, if such Common Stock rights would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number shares of shares Common Stock excluded hereby and issued after the date hereof of this Agreement shall not exceed 5more than 10% of the Common Stock outstanding on a fully diluted basis at the time date of the adoption of any such plan, exclusive of anti-dilution adjustments thereunderthis Agreement), (iv5) Common Stock issued to shareholders of any person that is not affiliated with the Company's management pursuant Company which merges into the Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, or (7) Common Stock issued to persons who are not affiliates of the Company in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (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 pursuant to Section 10(n) and described in a Board resolution, shall exceed 15%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Current Market Price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = P O+ --- M E'= E x O + ( P) -------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market price Current Market Price per share of Common Stock 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 pursuant to this Section 8(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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on Stock, the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and directors or consultants (or employees, directors or consultants of its Affiliates) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement, together with the number of shares issuable upon conversion of the securities described in clause (e)(2) below, shall not exceed 510% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to stockholders of any Person which merges with the Company's management , or with a subsidiary of the Company (in proportion to such stockholders' stock holdings of such Person immediately prior to such merger, upon such merger), provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, (5) the issuance of shares of Common Stock pursuant to the Option Grant rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined in below) together with one or more other securities as part of a unit at a price per unit, (6) shares of Common Stock issued upon exercise of any option granted or warrant issued prior to the Subscription Agreement)date of this Warrant Agreement and, with respect to any option granted or warrant issued after the date of this Warrant Agreement at an exercise price not less than Current Market Price per share on the date of such grant or issuance, shares of Common Stock issued upon exercise thereof, or (v7) shares of Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting; provided that the issue price of such shares -------- is at least equal to 80% of the then Current Market Price per share of Common Stock.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Exercise Price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' ’ = E x O + ( P) M A where: E' ’ = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 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: (i1) any of the transactions described in subsections (a), (b) and or (c) of this Section 10SECTION 12, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directors, ’s employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 are issued pursuant to new plans (or amendments to existing plans) authorized after the date hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunderthis Warrant Agreement), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwritingunderwriting or (7) Common Stock issued in a bona fide private placement (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 Trustee, shall exceed 25%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the following formula: P -- E' = E x O 0 + ( P) M ----- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 current market price per share on the date of issuance the Company fixes the offering price 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: (i) any of the transactions described in subsections (a), (b) and (c) of this Section 106, (ii) the conversion, exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofStock, (iii) shares of Common Stock issuable upon the exercise of rights or warrants issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board holders of Directors and approved by the stockholders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder)Stock, (iv) Common Stock issued to shareholders of any Person which merges into the Company's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such Person immediately prior to such merger, orupon such merger, (v) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, or (vi) Common Stock issued in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (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, shall exceed 20%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ----- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 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: (i1) any of the transactions described in subsections (b) and (c) of this Section 107, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for or exercisable for, Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument 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 current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ------ A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 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: (i1) any of the transactions described in subsections (b) and (c) of this Section 107, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for or exercisable for, Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument 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 market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P ---- E' = E x O + ( P) M ----------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and directors or consultants (or any of the foregoing of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not not, together with the shares of Common Stock underlying the options described in the last paragraph of subsection 8(b) hereof, exceed 510% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any Person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public Non-Affiliate Sale (as defined below) together with one or more other securities as part of a unit at a price per unit; including without limitation, the warrants issued in connection with the offering by the Company and O'Suxxxxxx Xxxustries, Inc. of 100,000 units, each consisting of $1,000 principal amount of maturity of O'Suxxxxxx Xxxustries, Inc. 13 3/8% Senior Subordinated Notes due 2009, one warrant to purchase shares of the Company's Common Stock and one warrant to purchase shares of the Company's Series B junior preferred stock. (6) the issuance of shares of Common Stock issuable upon exercise of the warrants issued pursuant to a firm commitment underwritingthe Warrant Agreement, dated November 30, 1999, between the Company and Norwest Bank Minnesota, National Association, as warrant agent.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P --- E' = E x X O + ( P) M ----------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b), (c) and (ce) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 510% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v5) the issuance of shares of Common Stock pursuant to rights, options, warrants or convertible securities which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P E' = E x O + ( P) A M ------------------- where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (b) and (c) of this Section 1011, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 11(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E E'=E x O + ( P) A M where: E' = the adjusted Exercise Price. E = the current Exercise Price immediately prior to the adjustmentPrice. 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 market price Fair Value per share of Common Stock on the date of issuance of such additional sharesrecord date. 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 shall not apply to: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion conversion, exchange or exchange exercise of other securities convertible into or exchangeable or exercisable for Common Stock and that are outstanding on the date hereofissuance of which requires an adjustment to be made under Section 8(e), (iii3) shares the issuance of Common Stock issued (and options exercisable therefor) to employees, officers or directors of the Company's directors, employees and consultants Company or its subsidiaries under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 512% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) the issuance of Common Stock issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company's management pursuant to Company from a financial point of view, (5) the Option Grant (issuance of securities upon the conversion, exchange or exercise of other securities, warrants, options or similar rights if the conversion, exchange or exercise price is not less than the Fair Value per share of Common Stock at the time the security, warrant, option or right so converted, exchanged or exercised was issued or granted or if such other securities, warrants, options or similar rights were outstanding as defined in of the Subscription Agreement)date hereof, or (v6) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit not less than the Fair Value per unit at the time that such unit was issued or granted or if such units were outstanding as of the date hereof.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Market Value per share of Common Stock on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P -- E' = E x O + ( P) M ----- A where: E' = E'= the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market price Fair Market 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 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 1013, (ii2) 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 and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and consultants or directors under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company Common stock when required by law, if such Common Stock 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 hereof of this Agreement shall not exceed 510% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunderissuance), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (7) Common Stock issued in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. to Persons that are not Affiliates (as defined in the Indenture) of the Company (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%), or (8) Common Stock issued to Affiliates of the Company simultaneously 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 13(d).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: O + P -- M E' = E x O + ( P) A x------ M where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directorscurrent or former employees, employees and directors or consultants (or employees, directors or consultants of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders of the Company when required by lawDirectors, 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 hereof of this Warrant Agreement, together with the number of shares issuable upon conversion of the securities described in clause (e)(2) below, shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges with the Company's management , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, (5) the issuance of shares of Common Stock pursuant to the Option Grant rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined below) together with one or more other securities as part of a unit at a price per unit, (6) Common Stock issued upon the exercise of the convertible securities described in the Subscription Agreement)last paragraph of clause (e) below, or (v7) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwritingupon the conversion of the Company's Series A-1 Preferred Stock and Series A-2 Preferred Stock.

Adjustment for Common Stock Issue. (i) If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Market Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x O + ( P) /M ------------ A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market price Fair Market 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. . (ii) This subsection (dSection 8(d) does shall not apply to: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, (3) the conversion, exchange or the conversion or exchange exercise of other securities convertible into or exchangeable or exercisable for Common Stock and that are outstanding on the date hereofissuance of which convertible securities requires an adjustment to be made under Section 8(e), (iii4) shares the issuance of Common Stock issued (and options exercisable therefore) to employees, officers or directors of the Company's directors, employees and consultants Company or its subsidiaries under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 8(d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date hereof of this Warrant Agreement shall not exceed 525% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any the most recent of such planplans, exclusive of anti-dilution adjustments thereunder), (iv5) the issuance of Common Stock issued to shareholders or equity holders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock or equity holdings of such Person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors, including a majority of the independent directors, shall have determined that the consideration received in such merger is fair to the Company's management pursuant Company from a financial point of view; provided further that if the Board of Directors shall not consist of at least one independent director who was not appointed, nominated or designated to the Option Grant Board of Directors through any right of appointment, nomination or designation by an Affiliate of the Company, the Company shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm which is not an Affiliate of the Company to the effect that the consideration received in such merger is fair to the Company from a financial point of view, (as defined in 6) the Subscription Agreement)issuance of securities upon the conversion, exchange or exercise of other securities, warrants, options or similar rights if the conversion, exchange or exercise price is not less than the Fair Market Value per share of Common Stock at the time the security, warrant, option or right so converted, exchanged or exercised was issued or granted, or (v7) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ----------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 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: (i1) any of the transactions described in subsections (b) and (c) of this Section 107, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for or exercisable for, Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument 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 market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P ----- E' = E x O + ( P) M --------------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and directors or consultants (or any of the foregoing of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 510% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any person which merges into the Company's management , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, (5) the issuance of shares of Common Stock pursuant to the Option Grant rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined in the Subscription Agreement)below) together with one or more other securities as part of a unit at a price per unit, or (v6) the issuance of shares of Common Stock issuable upon exercise of the warrants issued in a bona fide public offering pursuant to a firm commitment underwriting.the Securities Purchase Agreement, dated November 30, 1999, between the Company and Bruckmann, Rossxx, Xxxxxxxx & Co. II, L.P.

Adjustment for Common Stock Issue. If the Company issues shares --------------------------------- of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M ----- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 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 pursuant to this subsection (d) shall be made successively whenever any such issuance is made, made and shall become effective immediately after such issuance. This subsection (d) does not apply to: to (i) any of the transactions described in subsections (a), (b) and (c) of this Section 10, 8, (ii) the exercise of Warrants, the Warrants or the conversion or exchange of other securities convertible into or exercisable or exchangeable for Common Stock and that are outstanding on the date hereof, Stock, (iii) shares of Common Stock issued upon the exercise of rights or warrants issued to the Company's directorsholders of Common Stock, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv) Common Stock issued to the Company's management pursuant employees of or consultants providing bona fide technical or professional (other than financial) services to the Option Grant (as defined in Company or any of its subsidiaries under bona fide employee benefit or incentive plans adopted by the Subscription Agreement)board of directors of the Company and approved by the holders of Common Stock when required by applicable state law, or (v) 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, (vi) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwritingunderwriting or (vii) Common Stock issued in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (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, shall exceed 20%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x O + ( P) P - E'= Ex M ----- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b), (c) and (ci) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issuable upon the exercise of warrants issued to the holders of Common Stock. (5) Common Stock issued to shareholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v6) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x P + (O + ( Px M) ----------- A x M where: E' = the adjusted Exercise Price. E = the current Exercise Price immediately prior to the adjustmentPrice. 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 shares. M = the market price Fair 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 shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 17(d) does not apply to: (i1) any of the transactions described in subsections (b) and (c) of this Section 1017, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 17(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 17(d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder),, or (iv4) Common Stock issued to stockholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement), or (v) Common Stock issued in Company from a bona fide public offering pursuant to a firm commitment underwritingfinancial point of view.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: O + P --- M E' = E x O + ( P) ------ A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b) and (c) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directorsemployees, employees and directors or consultants (or employees, directors or consultants of its Affiliates) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement, together with the number of shares issuable upon conversion of the securities described in clause (e)(2) below, shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issued to shareholders of any Person which merges with the Company's management , or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, (5) the issuance of shares of Common Stock pursuant to the Option Grant rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined in the Subscription Agreement)below) together with one or more other securities as part of a unit at a price per unit, or (v6) shares of Common Stock issued in a bona fide public offering pursuant upon exercise of any option granted or warrant issued prior to a firm commitment underwritingthe date of this Warrant Agreement and, with respect to any option granted or warrant issued after the date of this Warrant Agreement at an exercise price not less than Fair Value per share on the date of such grant or issuance, shares of Common Stock issued upon exercise thereof.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P O + --- M E' = E x O + ( P) ------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 market 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: (i1) any of the transactions described in subsections (a), (b), (c) and (ci) of this Section 108, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereofissuance of which caused an adjustment to be made under Section 8(e), (iii3) shares of Common Stock issued to the Company's directors, employees and consultants (or employees of its subsidiaries) under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any each such plan, exclusive of anti-dilution adjustments thereunder), (iv4) Common Stock issuable upon the exercise of warrants issued to the holders of Common Stock. (5) Common Stock issued to shareholders of any person which merges into the Company's management pursuant , or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Option Grant (as defined in the Subscription Agreement)Company from a financial point of view, or (v6) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwritingunit at a price per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + ( P) M --------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price immediately prior to the adjustmentPrice. 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 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: (i1) any of the transactions described in subsections (b) and (c) of this Section 107, (ii2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable for or exercisable for, Common Stock and that are outstanding on the date hereofStock, (iii3) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders holders of the Company 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 hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder), (iv4) 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's management pursuant Company in proportion to the Option Grant (as defined in the Subscription Agreement)their stock holdings of such person immediately prior to such merger, orupon such merger, (v6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument under which the preferred stock was issued.