Common use of Adjustment for Sale of Common Stock Below Current Market Value Clause in Contracts

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance other than an Excluded Conversion Adjustment, the Warrant Price shall be adjusted in accordance with the formula: WP’ = WP(CS+(AC/WP)) CS+AS WP’ = The adjusted Warrant Price; WP = The Warrant Price prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = Common Stock Outstanding prior to the Dilutive Issuance; and AS = Number of shares of securities (on as-converted basis) issued in the Dilutive Issuance. (ii) The adjustment shall become effective immediately after the Dilutive Issuance. (iii) In the case of the issuance of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) No adjustment shall be made under this Section 5(b) for any adjustment which is the subject of Section 5(a).

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance the Company grants or sells to an Affiliate of the Company (other than an Excluded Conversion Adjustmenta wholly-owned subsidiary) any shares of Common Stock or of securities convertible into or exchangeable or exercisable for any shares of Common Stock at a price below the then Current Market Value (other than (1) pursuant to the exercise of the Warrants, (2) upon the conversion, exchange or exercise of any security convertible, exchangeable or exercisable for, shares of Common Stock outstanding on the date hereof, (3) upon conversion, exchange or exercise of convertible, exchangeable or exercisable security as to which, upon the issuance thereof, has previously been the subject of any required adjustment pursuant to this Section 5 or (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date hereof (to the extent permitted by the terms of such securities as in effect on the date of this Agreement)) (calculated as set forth in Section 5.01(o) hereof), the Exercise Rate for each Warrant Price then outstanding shall be adjusted in accordance with the formula: WP’ E^1 = WP(CS+(ACE (O + N) ------------------------- (O + (N x P/WPM)) CS+AS WP’ where: E^1 = The the adjusted Exercise Rate for each Warrant Pricethen outstanding; WP E = The the then current Exercise Rate for each Warrant Price then outstanding; O = the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = sale of Common Stock Outstanding prior to or issuance of securities convertible, exchangeable or exercisable for Common Stock; N = the Dilutive Issuance; and AS = Number number of shares of securities Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the proceeds per share of Common Stock received by the Company, which (on as-converted basisi) issued in the Dilutive Issuance. case of shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such shares; and (ii) in the case of securities convertible into or exchangeable or exercisable for shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such convertible or exchangeable or exercisable securities, plus the minimum aggregate amount of additional consideration, other than the surrender of such convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be (calculated as set forth in Section 5.01(n) hereof. The adjustment shall become effective immediately after the Dilutive Issuance. record date for the determination of stockholders entitled to receive the rights, warrants or options to which this paragraph (iiib) In the case applies or upon consummation of the issuance sale of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, as the following provisions shall apply for purposes of determining case may be. To the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of extent that shares of Common Stock deliverable upon exercise (assuming are not delivered after the satisfaction expiration of any conditions to exercisability, including without limitationsuch rights or warrants, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe Exercise Rate for Common Stock each Warrant then outstanding shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal readjusted to the consideration (determined Exercise Rate which would otherwise be in effect had the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent adjustment made upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion warrants been made on the basis of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance delivery of only the number of shares of Common Stock (and convertible actually delivered. In the event that such rights or exchangeable securities that remain in effect) actually issued upon warrants are not so issued, the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) Exercise Rate for each Warrant then outstanding shall again be appropriately adjusted to reflect any change, termination be the Exercise Rate which would then be in effect if such date fixed for determination of stockholders entitled to receive such rights or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) warrants had not been so fixed. No adjustment shall be made under this Section 5(bparagraph (b) if the application of the formula stated above in this paragraph (b) would result in a value of E1 that is lower than the value of E. No adjustment shall be made under this paragraph (b) for any adjustment which is the subject of paragraph (c), (d) or (e) of this Section 5(a)5.01.

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereofIssue Date, Parent makes a Dilutive Issuance the Company grants or sells any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security outstanding as of the Issue Date convertible into, or exchangeable or exercisable for, shares of Common Stock (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an Excluded Conversion Adjustmentadjustment pursuant to this Article V has been made or which did not require any adjustment pursuant to this Article V or (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Warrant Price shall be adjusted Company outstanding on the Issue Date (to the extent in accordance with the formula: WP’ = WP(CS+(AC/WP)) CS+AS WP’ = The adjusted Warrant Price; WP = The Warrant Price prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = Common Stock Outstanding prior to the Dilutive Issuance; and AS = Number of shares of securities (on as-converted basis) issued in the Dilutive Issuance. (ii) The adjustment shall become effective immediately after the Dilutive Issuance. (iii) In the case of the issuance of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or as in effect on such date)) at a price below the exercise of any related options or rights then Current Market Value (the consideration calculated as set forth in each case to be determined in the manner provided in Sections 5(b)(iiSection 5.01(n) and 5(b)(iiihereof)). (C) In the event of any change in , then the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration issuable upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the each Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed increased to reflect the issuance of only a number determined by multiplying the number of shares of Common Stock (and convertible theretofore issuable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such sale or exchangeable issuance plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities that remain in effect) actually are issued are convertible, exchangeable or exercisable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such sale or issuance plus the total number of shares of Common Stock which the aggregate consideration received, upon such sale or grant, or expected to be received by the Company (assuming the exercise or conversion of all such rights, options, warrants or securities, if any), would purchase at the then Current Market Value per share of Common Stock, and the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustments shall be made whenever such rights, options or warrants or convertible securities are issued. No adjustment shall be made pursuant to this Section 5.01(d) which shall have the effect of decreasing the number of shares of Common Stock issuable upon exercise of each warrant or of increasing the Exercise Price. For purposes of this Section 5.01(d) only, any issuance of Common Stock, or rights, upon options or warrants to subscribe for, or other securities convertible into or exercisable or exchangeable for, Common Stock, which issuance (or agreement to issue) (A) is in exchange for or otherwise in connection with the conversion acquisition of the property (excluding any such exchange exclusively for cash) of any Person and (B) is at a price per share equal to the Current Market Value at the time of signing a definitive agreement, shall be deemed to have been made at a price per share equal to the Current Market Value per share at the record date with respect to such issuance or exchange the time of closing or consummation of such securities exchange or upon the exercise acquisition, if such record date, closing or consummation is within 90 days of the options or rights related to date of such securitiesdefinitive agreement. The number For the purposes of shares deemed issued and this subsection (d), the consideration deemed paid therefor in fair market value of any property acquired by the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) Company shall be appropriately adjusted to reflect any change, termination or expiration determined in good faith by the board of directors of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) Company whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request. No adjustment shall be made under this Section 5(bparagraph (d) for any adjustment which is the subject of paragraphs (a) and (f) of this Section 5(a)5.01. No adjustment in the Exercise Rate shall be made under this paragraph (d) upon the conversion, exchange or exercise of options to acquire shares of Common Stock by present, future or former officers, directors, employees or consultants of the Company; provided that the exercise price of such options, at the time of issuance thereof, is at least equal to the then Current Market Value of the Common Stock underlying such options.

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the Issue Date, the Company grants or sells to any Person any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for, shares of Common Stock outstanding as of the Issue Date (to the extent in accordance with the terms of such securities as in effect on such date), (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an adjustment pursuant to this Article V has been made or which did not require any adjustment pursuant to this Article V, (4) with respect to any transaction or adjustment described in subsections (a) or (d) of this section 5.01 or (5) pursuant to the issuance of warrants to purchase up to 290,000 shares of Common Stock at an exercise price no less than $4.45 per share to any Person from which the Company obtains lease financing subsequent to the date hereof, Parent makes ) at a Dilutive Issuance other than an Excluded Conversion Adjustmentprice below the then Current Market Value (calculated as set forth in paragraph (1) of this Section 5.01), the Exercise Rate for each Warrant Price then outstanding shall be adjusted in accordance with the formula: WP’ = WP(CS+(AC: E(1) =Ex (O+N) ----------- (O+(NxP/WPM)) CS+AS WP’ where: E(1) = The the adjusted Exercise Rate for each Warrant Pricethen outstanding; WP E = The the then current Exercise Rate for each Warrant Price then outstanding; O = the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = sale of Common Stock Outstanding prior to or issuance of securities convertible, exchangeable or exercisable for Common Stock; N = the Dilutive Issuance; and AS = Number number of shares of securities Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the proceeds per share of Common Stock received by the Company, which (on as-converted basisi) issued in the Dilutive Issuance. case of shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such shares; and (ii) in the case of securities convertible into or exchangeable or exercisable for shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such convertible or exchangeable or exercisable securities, plus the minimum aggregate amount of additional consideration, other than the surrender of such convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and 01. The adjustment shall become effective immediately after the Dilutive Issuance. record date for the determination of shareholders entitled to receive the rights, warrants or options to which this paragraph (iiib) In the case applies or upon consummation of the issuance sale of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, as the following provisions shall apply for purposes of determining case may be. To the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of extent that shares of Common Stock deliverable upon exercise (assuming are not delivered after the satisfaction expiration of any conditions to exercisability, including without limitationsuch rights or warrants, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe Exercise Rate for Common Stock each Warrant then outstanding shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal readjusted to the consideration (determined Exercise Rate which would otherwise be in effect had the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent adjustment made upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion warrants been made on the basis of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance delivery of only the number of shares of Common Stock (and convertible actually delivered. In the event that such rights or exchangeable securities that remain in effect) actually issued upon warrants are not so issued, the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) Exercise Rate for each Warrant then outstanding shall again be appropriately adjusted to reflect any change, termination be the Exercise Rate which would then be in effect if such date fixed for determination of shareholders entitled to receive such rights or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) warrants had not been so fixed. No adjustment shall be made under this Section 5(bparagraph (b) for any if the application of the formula stated above in this paragraph (b) would result in a value of E1 that is lower than the value of E. No adjustment which in the Exercise Rate shall be made under this paragraph (b) upon the conversion, exchange or exercise of options to acquire shares of Common Stock by officers, directors or employees of the Company; provided that the exercise price of such options, at the time of issuance thereof, is at least equal to the subject then Current Market Value of Section 5(a)the Common Stock underlying such options.

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance the Company sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than an Excluded Conversion Adjustment(1) pursuant to the exercise of the Warrants, (2) any security convertible into, or exchangeable or exercisable for, the Warrant Price Common Stock as to which the issuance thereof has previously been the subject of any required adjustment pursuant to this Article V or (3) the issuance of Common Stock upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement) at a price per share less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: WP’ E' = WP(CS+(ACE x (O + N) --------------- (O + (N x P/WPM)) CS+AS WP’ where: E' = The the adjusted Warrant PriceExercise Rate; WP E = The Warrant Price prior to the Dilutive Issuancecurrent Exercise Rate; AC= Aggregate consideration paid for O = the securities issued in the Dilutive Issuance; CS = Common Stock Outstanding prior to the Dilutive Issuance; and AS = Number number of shares of Common Stock outstanding on the date of sale of Common Stock at a price per share less than the Current Market Value to which this paragraph (b) applies; N = the number of shares of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange, or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the offering price per share pursuant to any such convertible, exchangeable or exercisable securities (on as-converted basis) issued in so sold or the Dilutive Issuance. (ii) sale price of the shares so sold, as the case may be; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall become effective immediately after the Dilutive Issuance. record date for the determination of stockholders entitled to receive the rights, warrants or options to which this paragraph (iiib) In the case applies or upon consummation of the issuance sale of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, as the following provisions shall apply for purposes of determining case may be. To the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of extent that shares of Common Stock deliverable upon exercise (assuming are not delivered after the satisfaction expiration of any conditions to exercisability, including without limitationsuch rights or warrants, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock Exercise Rate shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal readjusted to the consideration (determined Exercise Rate which would otherwise be in effect had the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent adjustment made upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion warrants been made on the basis of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance delivery of only the number of shares of Common Stock (and convertible actually delivered. In the event that such rights or exchangeable securities that remain in effect) actually issued upon warrants are not so issued, the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) Exercise Rate shall again be appropriately adjusted to reflect any change, termination be the Exercise Rate which would then be in effect if such date fixed for determination of stockholders entitled to receive such rights or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) warrants had not been so fixed. No adjustment shall be made under this Section 5(bparagraph (b) for any adjustment which if the application of the formula stated above in this paragraph (b) would result in a value of E' that is lower than the subject value of Section 5(a).E.

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance other than an Excluded Conversion Adjustment, the Warrant Price shall be adjusted in accordance with the formula: WP’ = WP(CS+(AC/WP)) CS+AS WP’ = The adjusted Warrant Price; WP = The Warrant Price prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = Common Stock Outstanding prior to the Dilutive Issuance; and AS = Number of shares of securities (on as-converted basis) issued in the Dilutive Issuance. (ii) The adjustment shall become effective immediately after the Dilutive Issuance. (iii) In the case of the issuance of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 5(b)(ii4(b)(ii) and 5(b)(iii4(b)(iii)), if any, received by Parent upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii4(b)(ii) and 5(b)(iii4(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A4(b)(v)(A) and 5(b)(v)(B4(b)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5(b)(v)(C4(b)(v)(C) or 5(b)(v)(D4(b)(v)(D). (vi) No adjustment shall be made under this Section 5(b4(b) for any adjustment which is the subject of Section 5(a4(a).

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance Holdings grants or sells to any Affiliate of Holdings (other than a wholly-owned subsidiary) any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock at a price below the then Current Market Value (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for shares of Common Stock outstanding as of the date of this Agreement, (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an Excluded Conversion Adjustmentadjustment pursuant to this Article V has been made and (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of Holdings outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement), the Exercise Rate for each Warrant Price then outstanding shall be adjusted in accordance with the formula: WP’ E' = WP(CS+(ACE x (O + N) ------------------- (O + (N x P/WPM)) CS+AS WP’ where: E' = The the adjusted Warrant PriceExercise Rate for such class of Common Stock; WP E = The Warrant Price the then current Exercise Rate for such class of Common Stock; O = the number of shares of such class of Common Stock outstanding on a fully diluted basis (disregarding for this purpose the convertibility of shares of Class L Common Stock into Class A Common Stock) immediately prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = sale of Common Stock Outstanding prior to or issuance of securities convertible, exchangeable or exercisable for Common Stock; N = the Dilutive Issuance; and AS = Number number of shares of securities such class of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be (on as-converted basisdisregarding for this purpose the convertibility of shares of Class L Common Stock into Class A Common Stock); P = the proceeds per share of Common Stock received by Holdings, which (i) issued in the Dilutive Issuance. case of shares of Common Stock is the amount received by Holdings in consideration for the sale and issuance of such shares; and (ii) in the case of securities convertible into or exchangeable or exercisable for shares of Common Stock is the amount received by Holdings in consideration for the sale and issuance of such convertible or exchangeable or exercisable securities, plus the minimum aggregate amount of additional consideration, other than the surrender of such convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall become effective immediately after the Dilutive Issuance. record date for the determination of stockholders entitled to receive the rights, warrants or options to which this paragraph (iiib) In the case applies or upon consummation of the issuance sale of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, as the following provisions shall apply for purposes of determining case may be. To the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of extent that shares of Common Stock deliverable upon exercise (assuming are not delivered after the satisfaction expiration of any conditions to exercisability, including without limitationsuch rights or warrants, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe Exercise Rate for Common Stock each Warrant then outstanding shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal readjusted to the consideration (determined Exercise Rate which would otherwise be in effect had the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent adjustment made upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion warrants been made on the basis of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance delivery of only the number of shares of Common Stock (and convertible actually delivered. In the event that such rights or exchangeable securities that remain in effect) actually issued upon warrants are not so issued, the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) Exercise Rate for each Warrant then outstanding shall again be appropriately adjusted to reflect any change, termination be the Exercise Rate which would then be in effect if such date fixed for determination of stockholders entitled to receive such rights or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) warrants had not been so fixed. No adjustment shall be made under this Section 5(bparagraph (b) for any if the application of the formula stated above in this paragraph (b) would result in a value of E' that is lower than the value of E. No adjustment which in the Exercise Rate shall be made under this paragraph (b) upon the conversion, exchange or exercise of options to acquire shares of Common Stock by officers, directors or employees of Holdings; provided that the -------- exercise price of such options, at the time of issuance thereof, is at least equal to the subject then Current Market Value of Section 5(a)the Common Stock underlying such options.

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance the Company sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than an Excluded Conversion Adjustment(1) Contingent Warrants, (2) pursuant to the exercise of the Warrants, any Common Stock or any security convertible into, or exchangeable or exercisable for, the Warrant Price Common Stock as to which the issuance thereof has previously been the subject of any required adjustment pursuant to this Article V, (3) the issuance of Common Stock upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement, including the Warrants and Contingent Warrants issued pursuant to the Indenture (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement), (4) any equity securities issued in connection with an underwritten public offering at a price which a nationally -recognized managing underwriter determines to equal the fair market value of such securities, (5) Common Stock or options, warrants or other Common Stock purchase rights, or the Common Stock issued pursuant to such options, warrants or other rights, granted or sold to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase, stock option or other plans or arrangements that are approved by the Board of Directors of the Company (collectively, "EMPLOYEE EQUITY ARRANGEMENTS") or (6) equity securities issued in connection with strategic transactions between the Company and one or more other entities (but not including Affiliates (as defined in the Indenture)) that have been approved by the Board of Directors of the Company (collectively, "STRATEGIC TRANSACTIONS"), including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; PROVIDED, HOWEVER, that this exception shall not be applicable to the extent that the aggregate number of shares of Common Stock issued or issuable pursuant to Employee Equity Arrangements and Strategic Transactions at less than current market value shall exceed 134,755 shares of Common Stock) then, unless the Board of Directors determines in good faith that, taking into account all relevant circumstances, the Company has not sold any such securities for less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formulaformula below: WP’ E' = WP(CS+(ACE x (O + N) --------------- (O + (N x P/WPM)) CS+AS WP’ = The adjusted Warrant Price; WP = The Warrant Price prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = Common Stock Outstanding prior to the Dilutive Issuance; and AS = Number of shares of securities (on as-converted basis) issued in the Dilutive Issuance. (ii) The adjustment shall become effective immediately after the Dilutive Issuance. (iii) In the case of the issuance of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid thereforewhere: (A) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) No adjustment shall be made under this Section 5(b) for any adjustment which is the subject of Section 5(a).

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance the Company grants or sells to any Affiliate of the Company (other than a wholly-owned subsidiary) any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock at a price below the then Current Market Value (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for shares of Common Stock outstanding as of the date of this Agreement, (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an Excluded Conversion Adjustmentadjustment pursuant to this Article V has been made and (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement), the Exercise Rate for each Warrant Price then outstanding shall be adjusted in accordance with the formula: WP’ E' = WP(CS+(ACE x (O + N) (O + (N x P/WPM)) CS+AS WP’ where: E' = The the adjusted Warrant PriceExercise Rate for such class of Common Stock; WP E = The Warrant Price the then current Exercise Rate for such class of Common Stock; O = the number of shares of such class of Common Stock outstanding on a fully diluted basis immediately prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = sale of Common Stock Outstanding prior to or issuance of securities convertible, exchangeable or exercisable for Common Stock; N = the Dilutive Issuance; and AS = Number number of shares of securities such class of Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the proceeds per share of Common Stock received by the Company, which (on as-converted basisi) issued in the Dilutive Issuance. case of shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such shares; and (ii) in the case of securities convertible into or exchangeable or exercisable for shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such convertible or exchangeable or exercisable securities, plus the minimum aggregate amount of additional consideration, other than the surrender of such convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and M = the Current Market Value as of the Time of Determination or at the time of sale, as the case may be. The adjustment shall become effective immediately after the Dilutive Issuance. record date for the determination of stockholders entitled to receive the rights, warrants or options to which this paragraph (iiib) In the case applies or upon consummation of the issuance sale of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, as the following provisions shall apply for purposes of determining case may be. To the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of extent that shares of Common Stock deliverable upon exercise (assuming are not delivered after the satisfaction expiration of any conditions to exercisability, including without limitationsuch rights or warrants, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe Exercise Rate for Common Stock each Warrant then outstanding shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal readjusted to the consideration (determined Exercise Rate which would otherwise be in effect had the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent adjustment made upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion warrants been made on the basis of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance delivery of only the number of shares of Common Stock (and convertible actually delivered. In the event that such rights or exchangeable securities that remain in effect) actually issued upon warrants are not so issued, the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) Exercise Rate for each Warrant then outstanding shall again be appropriately adjusted to reflect any change, termination be the Exercise Rate which would then be in effect if such date fixed for determination of stockholders entitled to receive such rights or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) warrants had not been so fixed. No adjustment shall be made under this Section 5(bparagraph (b) for any if the application of the formula stated above in this paragraph (b) would result in a value of E' that is lower than the value of E. No adjustment which in the Exercise Rate shall be made under this paragraph (b) upon the conversion, exchange or exercise of options to acquire shares of Common Stock by officers, directors, employees or consultants of the Company; provided that the exercise price of such options, at the time of issuance thereof, is at least equal to the subject then Current Market Value of Section 5(a)the Common Stock underlying such options.

Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereofIssue Date, Parent makes a Dilutive Issuance the Company grants or sells to any Affiliate of the Company (other than a wholly-owned subsidiary) any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for, shares of Common Stock outstanding as of the Issue Date, (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an Excluded Conversion Adjustmentadjustment pursuant to this Article V has been made or which did not require any adjustment pursuant to this Article V or (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the Issue Date (to the extent in accordance with the terms of such securities as in effect on such date)) at a price below the then Current Market Value (calculated as set forth in Section 5.01(l) hereof), the Exercise Rate for each Warrant Price then outstanding shall be adjusted in accordance with the formula: WP’ : E(1) = WP(CS+(AC/WPEx (O + N) --------------- (O + (N x PIM)) CS+AS WP’ where: E(1) = The the adjusted Exercise Rate for each Warrant Pricethen outstanding; WP E = The the then current Exercise Rate for each Warrant Price then outstanding; O = the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = sale of Common Stock Outstanding prior to or issuance of securities convertible, exchangeable or exercisable for Common Stock; N = the Dilutive Issuance; and AS = Number number of shares of securities Common Stock so sold or the maximum stated number of shares of Common Stock issuable upon the conversion, exchange or exercise of any such convertible, exchangeable or exercisable securities, as the case may be; P = the proceeds per share of Common Stock received by the Company, which (on as-converted basisi) issued in the Dilutive Issuance. case of shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such shares; and (ii) in the case of securities convertible into or exchangeable or exercisable for shares of Common Stock is the amount received by the Company in consideration for the sale and issuance of such convertible or exchangeable or exercisable securities, plus the minimum aggregate amount of additional consideration, other than the surrender of such convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and M = the Current Market Value as of the Time of Determination (as defined herein) or at the time of sale, as the case may be (calculated as set forth in Section 5.01(l) hereof. The adjustment shall become effective immediately after the Dilutive Issuance. record date for the determination of shareholders entitled to receive the rights, warrants or options to which this paragraph (iiib) In the case applies or upon consummation of the issuance sale of a Dilutive Issuance for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by Parent for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of a Dilutive Issuance for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, as the following provisions shall apply for purposes of determining case may be. To the number of shares of Additional Stock issued and the consideration paid therefore: (A) The aggregate maximum number of extent that shares of Common Stock deliverable upon exercise (assuming are not delivered after the satisfaction expiration of any conditions to exercisabilitysuch rights, including without limitationwarrants or options, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe Exercise Rate for Common Stock each Warrant then outstanding shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal readjusted to the consideration (determined Exercise Rate which would otherwise be in effect had the manner provided in Sections 5(b)(ii) and 5(b)(iii)), if any, received by Parent adjustment made upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by Parent (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 5(b)(ii) and 5(b)(iii)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities warrants or options or rights related to such securities, shall be recomputed to reflect been made on the issuance basis of delivery of only the number of shares of Common Stock (and convertible actually delivered. In the event that such rights or exchangeable securities that remain warrants are not so issued, the Exercise Rate for each Warrant then outstanding shall again be adjusted to be the Exercise Rate which would then be in effect) actually issued upon the exercise effect if such date fixed for determination of shareholders entitled to receive such options or rights, upon the conversion warrants or exchange of such securities or upon the exercise of the options or rights related to such securitieshad not been so fixed. The number of shares deemed issued and the consideration deemed paid therefor in the Dilutive Issuance pursuant to Sections 5(b)(v)(A) and 5(b)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5(b)(v)(C) or 5(b)(v)(D). (vi) No adjustment shall be made under this Section 5(bparagraph (b) if the application of the formula stated above in this paragraph (b) would result in a value of E1 that is lower than the value of E. No adjustment shall be made under this paragraph (b) for any adjustment which is the subject of paragraphs (a) and (d) of this Section 5(a)5.01. No adjustment in the Exercise Rate shall be made under this paragraph (b) upon the grant, conversion, exchange or exercise of options to acquire shares of Common Stock by officers, directors or employees of the Company; PROVIDED that the exercise price of such options, at the time of issuance thereof, was at least equal to the then Current Market Value of the Common Stock underlying such options.