Common use of Adjustment for Convertible Securities Issue Clause in Contracts

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ ' = N x × O + D O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) and the exceptions set forth in paragraphs (i) to (v) of subsection (d) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ = N x O + D P E' = E x M_ (O + P/M D) where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price immediately prior to the adjustment. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price market price per share on the date of issuance of such convertible securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the shares of Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstandingoutstanding or the ability to convert or exchange terminates, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price that would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:to convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting.

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N’ ' = N x O + D --------- O + P/P ---- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. Table of Contents P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ P --- E' = N E x O + D M --------- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ P - E' = N E x O + D M -------- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock Ordinary Shares (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock Ordinary Share initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. N = the current number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock Ordinary Shares deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock Ordinary Shares issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ P - E' = N E x O + D M ----- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Last Reported Sale Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Last Reported Sale Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:to (i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: O + D N’ ' = N x O + D ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N’= N x O + D O + O+D O+P x P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1112) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the Exercise Rate shall be adjusted so that the Exercise Rate shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise outstanding on the date of each Warrant issuance (including the additional maximum number of shares deliverable upon conversion of or in exchange for each security at the initial conversion in exchange rate), and the denominator of which shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = an amount equal to the adjusted sum of (i) the total number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = outstanding immediately prior to such issuance, plus (ii) the number of shares outstanding immediately prior to the issuance of such securities. P = which the aggregate consideration received purchase price paid for the issuance of such securities. M = could purchase at the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:to convertible securities issued to shareholders of any person that is not affiliated with the Company and that 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.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for shares of Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ = N P --- O + M E'= E x -------- O + D O + P/M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:to convertible securities 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.

Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections CLAUSES (bB) and (cC) of this Section 11SECTION 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: N’ E' = N E x O + D N ----------- N x P O + P/----- M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection CLAUSE (eE) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 118 or excluded from the application of Section 8(d) pursuant to clause (ii) of Section 8(d)) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: N’ E' = N E x O + D O + P/M --------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:to warrants or other convertible securities 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 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 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.

Adjustment for Convertible Securities Issue. If the Company Maker issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Conversion Price per share on the date of issuance of such securities or on the date Maker fixes the offering price of such securities, the applicable Conversion Price shall be adjusted in accordance with the formula: P ------ O + E E’ = E x ---------------- O + D where: E’ = the adjusted Conversion Price. E = the then current Conversion Price. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Conversion Price shall promptly be readjusted to what it the applicable Conversion Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible or exercisable into or exchangeable for Common Stock (other than the Convertible Preferred Stock, Warrants or securities issued in transactions described in subsections Sections 9(b), (bc) and (cd) hereof) to all or substantially all holders of this Section 11) shares of Common Stock and for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ E' = N E x ((O + D O + (P/M M))/(O + D) where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities, plus the aggregate consideration receivable upon exercise of all such securities. M = the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection For the purposes of this paragraph (e) does ), the number of shares of Common Stock at any time outstanding shall not apply to:include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ ' = N x O + D ------- O + P/M where: N’ = N'= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities (i) convertible into Common Stock or (ii) exercisable or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exercise or exchange of such securities less than the Closing Current Market Price per share of such Common Stock on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ = N P O+ --- M E'= E x O + ------- O+ D O + P/M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this Section 8(e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a)(4), (a)(5), (b) and (c) of this Section 1114) for a consideration consideration, per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: N’ P -- E' = N E x O + D M ------------ O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections CLAUSES (b) and (c) of this Section 11SECTION 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: N’ E' = N E x O + D N --------- N x P O + P/----- M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection CLAUSE (eE) does not apply to:

Adjustment for Convertible Securities Issue. If the Company Holdings issues ------------------------------------------- any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 11) 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ P - E' = N E x O + D M ----- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company Maker issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Conversion Price per share on the date of issuance of such securities or on the date Maker fixes the offering price of such securities, the applicable Conversion Price shall be adjusted in accordance with the formula: P O + E E’ = E x ---------------- O + D where: E’ = the adjusted Conversion Price. E = the then current Conversion Price. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Conversion Price shall promptly be readjusted to what it the applicable Conversion Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 4.2 and (c) of this Section 114.3) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x × O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ ' = N x O + D O + × O+D O+P × P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 118.3 hereof) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ P - E' = N E x O + D M ----- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) Section 8.5 does not apply to:to convertible securities issued to shareholders of any Person which merges into Holdings, or with a subsidiary of Holdings, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N’ ' = N x O + D ------- O + P/P ---- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Last Reported Sale Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N’= N x O + D O + P/P/ M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Last Reported Sale Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N’ ' = N x O + D ------- O + P/P --- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (eb) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 9(b) and (c) of this Section 119(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant shall be adjusted in accordance with this formula: N’ = N x O + D N'= N x ------- O + P/M where: N’ = N'= the adjusted number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant. N = the current number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant. O = the number of fully diluted shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 9(e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N’ ' = N x O + D ----- O + P/P --- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any -------------------------------------------- securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than (x) $4.50 per share of Common Stock or (y) the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: N’ E' = N E x O + D N --------- N x P ----- O + P/M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantAdjusted Exercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the greater of (i) $4.50 per share of Common Stock or (ii) the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (ed) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a)(4), (a)(5), (b) and (c) of this Section 1114) for a consideration consideration, per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: N’ = N x O + D O + P/M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Preferred Shares which would be held by a Holder of Common Stock issuable Preferred Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this formula: N’ ' = N x O + D -------- O + P/P ----- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Preferred Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantPreferred Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Preferred Shares shall promptly be readjusted to what it the number of Preferred Shares which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eb) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections SUBSECTIONS (bA), (B) and (cC) of this SECTION 8 or excluded from the application of Section 118(d) pursuant to clause (ii) of Section 8(d)) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: N’ P --- E' = N E x O + D M -------------- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection SUBSECTION (eE) does shall not apply to:to warrants or other convertible securities issued to shareholders, debt holders or equity holders of any Person that merges with or into the Company, or with or into any subsidiary of the Company, in proportion to such shareholders', debt holders' or equity holders' stock, debt or equity holdings of such Person immediately prior to such merger, in connection with 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 by the Company in such merger is fair to the Company from a financial point of view; PROVIDED further that if the Board of Directors shall not include at least one Disinterested Director (as defined in SECTION 8(G) below), 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 by the Company in such merger is fair to the Company from a financial point of view.

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N’ ' = N x O + D ------- O + P/P --- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a)(4), (a)(5), (b) and (c) of this Section 1114) for a consideration consideration, per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: N’ P --- E' = N E x O + D M ---------- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11Sections 4.3 or 4.4) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Current Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this formula: N’ W' = N W x O + D ----- O + P/P - M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Current Market Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does not apply to:If the aggregate minimum

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities or on the date the Company fixes the offering price of such securities, the applicable Exercise Price shall be adjusted in accordance with the formula: P ------ O + M E' = E x ---------------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Exercise Price shall promptly be readjusted to what it the applicable Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each the Warrant. N = the current number of shares of Common Stock issuable upon exercise of each the Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each the Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:to (i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering.

Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 11) 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ P - E' = N E x O + D M ----- O + P/M D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) Section 8.5 does not apply to:to convertible securities issued to shareholders of any Person which merges into Holdings, or with a subsidiary of Holdings, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with this formula: N’ = N x × O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:to convertible securities issued in a bona fide public offering.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Preferred Shares which would be held by a Holder of Common Stock issuable Preferred Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this formula: N’ N1 = N x × O + D O + P/P M × C where: N’ N1 = the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Preferred Shares held by such Holder. 0 = the number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Preferred Shares shall promptly be readjusted to what it the number of Preferred Shares which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eb) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities (i) convertible into Common Stock or (ii) exercisable or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 119) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exercise or exchange of such securities less than the Closing Market Price per share of such Common Stock on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: N’ E' = N E x [(O + D (P / M)) / (O + P/M D)] where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this Section 9(e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ ' = N x O + D O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:to (i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Market Value per share on the date of issuance of such securities or on the date the Company fixes the offering price of such securities, the applicable Exercise Price shall be adjusted in accordance with the formula: P ---------------- E’ = E x O + M ------------------------ O + D where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Market Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Exercise Price shall promptly be readjusted to what it the applicable Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 4.2 and (c) of this Section 114.3) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:.