Common use of Adjustment for Convertible Securities Issue Clause in Contracts

Adjustment for Convertible Securities Issue. If Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - E' = E x O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 11(b) and 8.3 hereof (c) hereof) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P ----- O + M E' = E x O + M Ex ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Section 11(e) does not apply to:

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P ----- O + M E' = E x O + M ----- ---------------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Capital Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Capital Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P ------- O + M E' = E x O + M ----- ----------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 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 Capital Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Capital Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If Holdings Enterprises issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof subsections (a), (b), (c) or (d) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C 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 issued and outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 shares deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price (and any subsequent adjustment thereto) shall promptly be readjusted to the Exercise Price which would 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 common stock issued upon conversion or exchange of such securities.. This subsection (e) does not apply to:

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P ----- O + M E' = E x O + M ----- ---------------- O + D where: E' = E'= the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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.the

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 13) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P -- E' = E x O + M ----- O + D where: E' = E'= the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value 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 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - E' = E x E'= Ex O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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.

Adjustment for Convertible Securities Issue. If Holdings at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: C P - E' E(1) = E x O + M E ----- O + D A where: E' E(1) = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for 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 exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would 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.such

Adjustment for Convertible Securities Issue. If Holdings 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 Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Current Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - O + 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair 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 exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would 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 (g) does not apply to:

Adjustment for Convertible Securities Issue. If Holdings 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 Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Current Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - E' O + P --- E = E x O + M ----- ------- O + D where: E' E = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair 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 exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would 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 (g) does not apply to:

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 7) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value current market price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: C P - E' E1 = E x O + M E ----- O + D A where: E' E1 = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for 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 exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would 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.such

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this the formula: C - E' = E x O + P E'=E x M ----- O + D O+D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securitiesadditional shares. C P = the aggregate consideration received for the issuance of such securitiesadditional shares. M = the Fair Value per share of Common Stock on the date of issuance of such securitiesrecord date. 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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) shall not apply to:

Adjustment for Convertible Securities Issue. If Holdings the Company ------------------------------------------- issues any warrants, options, or other rights to purchase Shares or other securities convertible into or exchangeable for Common Stock Shares (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof subsections (a), (b), (c) or (d) of this Section 6) for a consideration per share of Common Stock Share initially deliverable upon conversion or exchange of such securities less than the Fair Value Current Market Price per share on as of the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C P - O + M E' = E x O + M X ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares Shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value Current Market 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 Adjustments pursuant to this Section 6(e) shall be made successively whenever any such issuance is made, 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 11) for a consideration per share of Common Stock (based on the number of shares of Common Stock initially deliverable upon conversion or exchange of such securities securities) less than the Fair Value Current Market Price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C P - E' = E x O S + M ----- O --------------- S + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O S = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value Current Market 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 has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had "D" in the adjustment upon the issuance of such securities above formula been made on the basis of equal to 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value Exercise Price per share on the date of issuance of such securities, the Exercise Price Rate shall be adjusted in accordance with this the formula: C - E' = E x ((O + M ----- N) / (O + D (N x (P / M)))) where: E' = the adjusted Exercise PriceRate. E = the then current Exercise PriceRate. O = the number of shares outstanding immediately prior to the issuance of such securities. C = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D N = the maximum number of shares 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. M = the Current Market Value 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 Exercise Price Rate shall promptly be readjusted to the Exercise Price Rate which would 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.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 7) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value current market price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (a), (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P O + M E' = E x O + M ----- × O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities (i) convertible into or (ii) exercisable or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exercise or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - O + P --- M E' = E x O + M ----- -------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (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 Fair Value current Market Price per share on the date of issuance of such securities, the each Exercise Price shall be adjusted in accordance with this formula: C - 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value 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 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P O + --- M E' = E x O + M ----- ------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than securities issued in transactions described in Sections 8.2 and 8.3 hereof for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Fair Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: C P - E' E1 = E x O + M ----- O + E ------ D where: E' E1 = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for 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 exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would 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.

Adjustment for Convertible Securities Issue. If Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this SECTION 12) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value current market price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value current market 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 7) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value current market price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value Current Market Price per share on the date of issuance of such securities, the Exercise Price Rate shall be adjusted in accordance with this the formula: C - 0 + N E' ’ = E x O 0 + N x P M ----- O + D where: E' ’ = the adjusted Exercise PriceRate. E = the then current Exercise PriceRate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. C = the aggregate consideration received for the issuance of such securities. M = the Fair Value per share on the date of issuance of such securities. D N = the maximum number of shares deliverable upon conversion 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. 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 Exercise Price Rate shall promptly be readjusted to the Exercise Price Rate which would 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - P O + -- M E' = E x O + M ----- ------ O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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 Holdings the Company issues any ------------------------------------------- securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value Current Market Price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value Current Market 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 has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which that would then be in effect had "D" in the adjustment upon the issuance of such securities above formula been made on the basis of equal to 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 Holdings the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 8.2 subsections (b) and 8.3 hereof (c) of this Section 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Fair Value current market price per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: C - 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 outstanding immediately prior to the issuance of such securities. C P = the aggregate consideration received for the issuance of such securities. M = the Fair Value current market 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 Exercise Price shall promptly be readjusted to the Exercise Price which would 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: