Common use of Adjustment for Convertible Securities Issue Clause in Contracts

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) for a consideration per share of Common Stock deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(O + D) ÷ [O + (P ÷ M)]} where: W' = the adjusted Warrant Number. W = the Warrant 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 Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If 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 shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.

Adjustment for Convertible Securities Issue. If the Company QES issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("“Convertible Securities"”) (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) 10) for a consideration per unit or share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities that is less than the Specified Value per unit or share of Common Stock on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(O + D) ÷ [O + (P ÷ M)]} where: W' ’ = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. O = the number of units or shares of Common Stock outstanding immediately prior to the issuance of such securitiesConvertible Securities. P = the sum of the aggregate consideration received for the issuance of such securities Convertible Securities and the aggregate minimum consideration receivable by the Company QES for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securitiesConvertible Securities. M = the Specified Value per unit or share of Common Stock on the date of issuance of such securitiesConvertible Securities. D = the maximum number of units or shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities Convertible Securities at the initial conversion, exchange or 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, exchange or exercise of such securities Convertible Securities has not been issued when the conversion, exchange or exercise rights of such securities Convertible Securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number which that would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of units or shares of Common Stock issued upon conversion, exchange or exercise of such securitiesConvertible Securities. If the aggregate minimum consideration receivable by the Company QES for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities Convertible Securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which that would then be in effect had the adjustment upon the issuance of such securities Convertible Securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 10 or excluded from the provisions of paragraph (d) of this Section 810.

Adjustment for Convertible Securities Issue. If the Company hereafter issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b9(b) or (chereof) of this Section 8) for a an aggregate consideration per share of Common Stock (determined in accordance with clause (4) of subsection 9(g) hereof) initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such options, warrants or other securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(x O + D) ÷ [D ------- O + (P ÷ M)]} - M where: W' = the adjusted Warrant Number. W = the Warrant 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 Specified 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, exchange or exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If any such options, warrants, or other securities convertible into or exchangeable for Common Stock are subsequently amended to reduce the aggregate consideration per share of Common Stock upon conversion, exchange or exercise of such options, warrants, or securities, such amendment will be treated as an issuance of such rights, options, or warrants subject to this subsection 9(e). If all of the Common Stock deliverable upon conversion, exchange or exercise of such options, warrants or other securities has not been issued when the conversion, exchange or exercise rights of such options, warrants or other securities have expired expired, become permanently unexercisable or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number which would then be in effect had the adjustment upon the issuance of such options, warrants or other securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such options, warrants or other securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such options, warrants or other securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such options, warrants or other securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the any issuance of the Warrants or to any of the transactions described in paragraph (bsubsection 9(b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8hereof.

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) for a consideration per share of Common Stock deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(O + D) ÷ [O + (P ÷ M)]} where: W' = the adjusted Warrant Number. W = the Warrant 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 Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If 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 shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.

Adjustment for Convertible Securities Issue. If the Company DIMAC Holdings issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) ) for a consideration per share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(O + D) ÷ [O + (P ÷ M)]} where: W' = the adjusted Warrant Number. W = the Warrant 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 DIMAC Holdings for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company DIMAC Holdings for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.

Adjustment for Convertible Securities Issue. If the Company hereafter issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b9(b)) or (c) of this Section 8) for a an aggregate consideration per share of Common Stock (determined in accordance with clause (3) of subsection 9(g)) initially deliverable upon conversion, exchange or exercise of such securities at less than the Specified Value per share on the date of issuance of such securitiesoptions, warrants or other securities (without considering any effect of vesting restrictions), the Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(x O + D) ÷ [D ------- O + (P ÷ M)]} - M where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. O 0 = 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 Specified 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, exchange or exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If any such options, warrants, or other securities convertible into or exchangeable for Common Stock are subsequently amended to reduce the aggregate consideration per share of Common Stock upon conversion, exchange or exercise of such options, warrants, or securities, such amendment will be treated as an issuance of such rights, options, or warrants subject to this subsection 9(e). If all of the Common Stock deliverable upon conversion, exchange or exercise of such options, warrants or other securities has not been issued when the conversion, exchange or exercise rights of such options, warrants or other securities have expired expired, become permanently unexercisable or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number which would then be in effect had the adjustment upon the issuance of such options, warrants or other securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such options, warrants or other securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such options, warrants or other securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such options, warrants or other securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the any issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8subsection 9(b).

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("“Convertible Securities"”) (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) for a consideration per share of Common Stock deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following formula: W' ’ = W × x {(O + D) ÷ [O + (P ÷ M)]} where: W' ’ = the adjusted Warrant Number. W = the Warrant 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 Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If 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 shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's ’s right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.

Adjustment for Convertible Securities Issue. If the Company DIMAC Holdings issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) ) for a consideration per share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W × W'=~W `TIMES` {(O `+` D} OVER {O `+ D) ÷ [O + (`{P ÷ OVER M)]}} where: W' = the adjusted Warrant Number. W = the Warrant 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 DIMAC Holdings for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company DIMAC Holdings for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.

Adjustment for Convertible Securities Issue. If the Company ------------------------------------------- issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities"including any rights, warrants or options) (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) for a consideration conversion or exchange price per share of Common Stock initially deliverable upon conversion, conversion or exchange or exercise of such securities securities, plus consideration received upon issuance thereof, less than the Specified Value current market price per share on the date of issuance of such securities, the Warrant Number Exercise Price shall be adjusted in accordance with the following formula: WP --- E' = W × {(E x O + D) ÷ [M ------------ O + (P ÷ M)]} D where: WE' = the adjusted Warrant NumberExercise Price. W E = the Warrant Number immediately prior to any such issuancethen current Exercise Price. 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 Specified 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 of or in exchange for or upon exercise of such securities at the initial conversion, conversion or exchange or 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 or exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminatedare no longer outstanding, then the adjusted Warrant Number Exercise Price shall promptly be readjusted to the adjusted Warrant Number 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 or exchange or exercise of such securities. If Upon calculation of the aggregate minimum consideration receivable by adjusted Exercise Price, each Warrant outstanding prior to the Company for issuance making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of shares of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted (calculated to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered nearest hundredth) as calculated pursuant to such exercise shall not be subject to any readjustment. In any case in which subsection (r) of this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities13. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.to:

Adjustment for Convertible Securities Issue. If the Company Parent issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) 9) for a consideration per share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following this formula: W' = W × {(x O + D) ÷ [D ------- O + (P ÷ M)]} --- M where: W' = the adjusted Warrant Number. W = the Warrant 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 Parent for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company Parent for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased or if the number of shares of Common Stock issuable upon conversion, exchange or exercise of such securities shall change, in each case by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased increase, decrease or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securitieschange. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph subsection (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 89.

Adjustment for Convertible Securities Issue. If the Company Holding issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) 9) for a consideration per share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number shall be adjusted in accordance with the following this formula: W' = W × {(Wx O + D) ÷ [D ----- O + (P ÷ M)]} - M where: W' = the adjusted Warrant Number. W = the Warrant 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 Holding for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Specified 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, exchange or 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, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company Holding for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph subsection (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 89.

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities"including stock fund units issued under employee plans of the Company or any of its subsidiaries) (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion, conversion or exchange or exercise of such securities less than the Specified Value current market price per share on the date of issuance of such securities, the Warrant Number number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be adjusted determined in accordance with the following formula: WN' = W × {(N x O + D) ÷ [D -------- O + (P ÷ M)]} ---- M x C where: WN' = the adjusted Warrant Numbernumber of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. W N = the Warrant Number immediately prior to any then current number of Shares held by such issuanceHolder. O = the number of shares of Common Stock outstanding on a fully diluted basis 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 Specified Value 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 or upon exercise of such securities at the initial conversion, conversion or exchange or exercise 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, exercise or exchange or exercise of such securities has have not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminatedare no longer outstanding, then the adjusted Warrant Number number of shares issuable upon exercise of future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to the adjusted Warrant Number 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 then be in effect 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, exercise or exchange or exercise of such securities. If 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 shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to any of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.

Adjustment for Convertible Securities Issue. If the Company World Heart issues any options, warrants or other securities convertible into or exchangeable or exercisable for World Heart Common Stock ("Convertible Securities") Shares (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) 3) for a consideration per share of World Heart Common Stock Shares initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Value per share on the date of issuance of such securities, the Warrant Number World Heart Shares shall be adjusted in accordance with the following this formula: WV' = W × {(V x O + D) ÷ [D ----- O + (P ÷ M)]} C - M where: WV' = the adjusted Warrant NumberWorld Heart Shares. W V = the Warrant Number World Heart Shares immediately prior to any such issuance. O = the number of shares of World Heart Common Stock Shares outstanding immediately prior to the issuance of such securities. P C = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company World Heart for issuance of World Heart Common Stock Shares upon conversion or in exchange for, or upon exercise of, such securities. M = the Specified Value per share of World Heart Common Stock 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 or upon exercise of such securities at the initial conversion, exchange or 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 World Heart Common Stock Shares deliverable upon conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminated, then the adjusted Warrant Number World Heart Shares shall promptly be readjusted to the adjusted Warrant Number World Heart Shares 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 World Heart Common Stock Shares issued upon conversion, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company World Heart for issuance of World Heart Common Stock Shares upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number World Heart Shares shall promptly be readjusted to the Warrant Number World Heart Shares which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants Put Shares or to any of the transactions described in paragraph subsections (b), (c) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 83. The adjustment in the number of World Heart Shares provided for in the preceding formula shall not apply upon (i) the issuance of options or restricted stock at an exercise price below the Specified Value pursuant to any now or hereafter existing stock option or incentive plan of World Heart which in the aggregate do not exceed 20% of the World Heart Common Shares on a fully diluted basis or (ii) the issuance of securities in connection with a bona fide financing or refinancing by World Heart with a Person that is not an Affiliate.

Adjustment for Convertible Securities Issue. If the Company ------------------------------------------- issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (collectively, "Convertible Securities") (other than securities issued in transactions described in subsection (b) or (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion, conversion or exchange or exercise of such securities Convertible Securities less than the Specified Value current market price per share on the date of issuance of such securitiesConvertible Securities, the Warrant Number Exercise Price shall be adjusted in accordance with the following formula: WP - E' = W × {(E x O + D) ÷ [M ----- O + (P ÷ M)]} D where: WE' = the adjusted Warrant NumberExercise Price. W E = the Warrant Number immediately prior to any such issuancethen current Exercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiesConvertible 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 securitiesConvertible Securities. M = the Specified Value current market price per share of Common Stock on the date of issuance of such securitiesConvertible Securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for or upon exercise of such securities Convertible Securities at the initial conversion, conversion or exchange or exercise rate. The adjustment pursuant to this subsection (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, conversion or exchange or exercise of such securities has have not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminatedare no longer outstanding, then the adjusted Warrant Number Exercise Price shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If 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 shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to the issuance of the Warrants or to (i) any of the transactions described in paragraph subsections (a), (b), (c) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8, (ii) Convertible Securities issued to employees of or consultants providing bona fide technical or professional (other than financial) services to the Company or any of its subsidiaries under bona fide employee benefit or incentive plans adopted by the board of directors of the Company and approved by the holders of Common Stock when required by applicable state law, (iii) 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, (iv) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting or (v) convertible securities issued in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (except to the extent that any discount from the current market price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors and described in a Board resolution, shall exceed 20% of the then current market price).

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") Rights (other than securities issued in transactions described in subsection (bSubsections 10(b) or and (c) of this Section 8) above) and for a consideration per share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities Rights that is less than the Specified Value Current Market Price per share on the date of issuance of such securitiesRights, the Warrant Number Exercise Price shall be adjusted in accordance with the following this formula: WP - E' = W × {(E x O + D) ÷ [M ----- O + (P ÷ M)]} D where: WE' = the adjusted Warrant NumberExercise Price. W E = the Warrant Number immediately prior to any such issuancethen current Exercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiesRights. 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 securitiesRights. M = the Specified Value Current Market Price per share of Common Stock on the date of issuance of such securitiesRights. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities Rights at the initial conversion, exchange or exercise raterate permissible thereunder. 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, exchange or exercise of such securities Rights has not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminatedRights are no longer outstanding, then the adjusted Warrant Number Exercise Price shall promptly be readjusted to the adjusted Warrant Number which Exercise Price that would then be in effect had the adjustment upon the issuance of such securities Rights been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such Rights. This Subsection 10(e) does not apply to (i) the issuance of any such securities to acquire, or in the acquisition of, all or any portion of a business as a going concern, in an arm's-length transaction between the Company and an unaffiliated third party, whether such acquisition shall be effected by purchase of assets, exchange of securities. If , merger, consolidation or otherwise; (ii) the aggregate minimum consideration receivable issuance of any such securities in a bona fide public offering pursuant to a firm commitment underwriting; (iii) the issuance of any such securities to the Company's employees under bona fide employee benefit plans adopted by the Company for issuance Board of Directors and approved by the holders of Common Stock upon conversion or in exchange forwhen required by law, or upon exercise of, if such securities shall would otherwise be increased or decreased covered by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted this Subsection 10(e) (but only to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the aggregate number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, shares issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection the aggregate number of securities excluded hereby (etogether with the aggregate number of shares excluded by clause (iii)(y) does of Subsection 10(d) above) and issued after the Initial Issue Date shall not apply to the issuance exceed 5% of the Warrants Common Stock outstanding at the time of any such issuance), or to any (iv) shares of the transactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8Convertible Preferred Stock issued as PIK Dividends.

Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsection subsections (a), (b) or and (c) of this Section 8) for a consideration per share of Common Stock initially deliverable upon conversion, exchange or exercise of such securities less than the Specified Fair Value per share on the date of issuance of such securities, the Warrant Number Exercise Price shall be adjusted in accordance with the following formula: WP --- O + M E' = W × {(E x --------------- O + D) ÷ [O + (P ÷ M)]} D where: WE' = the adjusted Warrant NumberExercise Price. W E = the Warrant Number immediately prior to any such issuancethen current Exercise Price. 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 Specified 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 or upon exercise of such securities at the initial conversion, exchange or 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, exchange or exercise of such securities has have not been issued when the conversion, exchange or exercise rights of such securities have expired or been terminatedare no longer outstanding, then the adjusted Warrant Number Exercise Price shall promptly be readjusted to the adjusted Warrant Number 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, exchange or exercise of such securities. If 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 shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does shall not apply to convertible securities issued to shareholders of any Person which merges into the issuance Company, or with a subsidiary of the Warrants or Company, in proportion to any their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the transactions described Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in paragraph (b) such merger is fair to the Company from a financial point of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8view.