Common use of Adjustment of Conversion Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Conversion Price upon Issuance of Common Stock. If the Issuer issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to a price determined by multiplying the Applicable Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If Subject to the Issuer immediately following sentence which relates to issuances occurring within the first nine months following the Initial Issuance Date, if and whenever after the Initial Issuance Date, the Company issues or sells, or in accordance with this Section 7(a2(f)(i) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (ySecurity) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to a price determined by multiplying the Applicable Price by a fractionAdjusted Price. After the Initial Issuance Date and prior to the nine (9) month anniversary of the Initial Issuance Date, the numerator "Applicable Price" with respect to any issuance or sale by the Company of which shall be Common Stock (including the number issuance or sale of shares of Common Stock outstanding immediately prior to such issue plus owned or held by or for the number account of the Company, but excluding shares of Common Stock which the aggregate consideration received deemed to have been issued or sold by the Issuer for Company in connection with any Excluded Security) shall be the total number Market Price; provided that, without the prior written consent of additional the Required Holders, during such nine (9) month period, the Company shall not issue Common Stock (excluding shares of Common Stock so deemed to have been issued would purchase or sold by the Company in connection with any Excluded Security) for which it receives proceeds (net of offering expenses, discounts and fees) of more than Fifty Million Dollars ($50,000,000) at a gross per share price below the Applicable Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such dateMarket Price. For purposes of determining the adjusted Conversion Price under this Section 7(a2(f)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever after the Issuer issues date hereof the Company shall issue or sells, or in accordance sell any shares of its Common Stock (except with this Section 7(a) is deemed respect to have issued or sold, or the Issuer publicly announces the issuance or sale of, any of the Additional Consideration Shares and the shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account issuable upon conversion of the Issuer, but excluding shares Notes or upon the exercise of Common Stock issued or sold, or in accordance with this Section 7(athe Warrants) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to the time of such issue or sale or deemed issuance the Market Price at the time of such issue or sale (the foregoing a “Dilutive Issuance”)sale, then immediately after then, forthwith upon such Dilutive Issuance issue or sale, the Conversion Price then in effect with respect to the conversion of any Note subsequent to such event shall be reduced (but not increased, except as otherwise specifically provided in paragraph 9D(3) to the lower of the prices (calculated to the nearest cent) determined as follows: (1) an amount equal to a price determined by multiplying the Applicable Price by a fraction, sum of (A) the numerator of which shall be the aggregate number of shares of Common Stock outstanding immediately prior to such issue plus or sale multiplied by the then existing Conversion Price, and (B) the consideration, if any, received by the Company upon such issue or sale, by (ii) the aggregate number of shares of Common Stock which of all classes outstanding immediately after such issue or sale; and by multiplying the aggregate consideration received by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Conversion Price in effect immediately prior to the time of such issuanceissue or sale by a fraction, and the denominator numerator of which shall be the sum of (i) the aggregate number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Market Price immediately prior to such issue or sale plus (ii) the number consideration received by the Company upon such issue or sale, and the denominator of such additional shares which shall be the product of Common Stock so issued. For (iii) the purpose of the above calculation, the aggregate number of shares of Common Stock of all classes outstanding immediately after such issue or sale, multiplied by (iv) the Market Price immediately prior to such issue or sale. No adjustment of the Conversion Price, however, shall be calculated on a fully diluted basismade in an amount less than 1% of the Conversion Price, as if all securities convertible or exchangeable for shares but any such lesser adjustment shall be carried forward and shall be made at the time of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for together with the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such datenext subsequent adjustment. For the purposes of determining the adjusted Conversion Price under this Section 7(a)paragraph 9D, the following paragraphs 9D(1) through 9D(9) shall also be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuer Subscription Date the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock any Excluded Securities issued or sold, sold or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”) (other than a stock dividend or other distribution of shares of Common Stock to all holders of Common Stock) (such number being appropriately adjusted to reflect the occurrence of any event described in Section 7(b)), then then, immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to a price the product of (A) the Applicable Price and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Applicable Price by a fraction, the numerator of which shall be and the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock which the aggregate consideration received by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect Deemed Outstanding immediately prior to after such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issuedDilutive Issuance. For the purpose all purposes of the above calculationforegoing (including, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basiswithout limitation, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price, the consideration per share and the New Issuance Price under this Section 7(a)), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuer Subscription Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of excluding Excluded Securities and shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced concurrently with such Dilutive Issuance to (A) in the event that the Dilutive Issuance is completed at a time during which at least one-third of the Original Principal Amount of the Notes remains outstanding (the “Ratchet Period”), to the New Issuance Price, and (B) in the event that the Dilutive Issuance is completed at a time that less than one-third of the Original Principal Amount of the Notes remain outstanding, an amount equal to a price determined by multiplying the Applicable Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue Dilutive Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Issuer Company for the total number of such additional shares of Common Stock so issued in the Dilutive Issuance would purchase at the Applicable Conversion Price then in effect immediately prior to such issuance, effect; and (y) the denominator of which shall be the number of shares of Common Stock outstanding Deemed Outstanding immediately prior after such Dilutive Issuance but before giving effect to such issue plus anti-dilution rights contained in other securities of the number Company that would be triggered by the same Dilutive Issuance. For purposes of such additional shares of this paragraph, “Common Stock so issued. For the purpose of the above calculationDeemed Outstanding” shall mean at any given time, the number of shares of Common Stock outstanding immediately prior to at such issue shall be calculated on a fully diluted basistime, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for plus the purchase number of shares of Common Stock had been fully exercised immediately prior deemed to be outstanding pursuant to Sections 7(a)(i) and 7(a)(ii) hereof regardless of whether the Options or Convertible Securities are actually exercisable at such issuance (time, but excluding any Common Stock owned or held by or for the account of the Company or issuable upon conversion or exercise, as applicable, of the Notes and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such dateWarrants. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. 5.2.1. If and whenever after the Issuer issues date hereof the Company shall issue or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, sell any shares of Common Stock (including the issuance for no consideration or sale of shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Conversion Price”) equal to , the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced (but not increased, except as otherwise specifically provided herein), to the price (calculated to the nearest one-tenth of a cent) determined by dividing (x) an amount equal to a price determined by multiplying the Applicable Price by a fraction, sum of (1) the numerator of which shall be the aggregate number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Conversion Price plus (2) the number of shares of Common Stock which the aggregate consideration received by the Issuer for Company upon such issue or sale by (y) the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect immediately prior to such issuance, and the denominator of which shall be the aggregate number of shares of Common Stock outstanding immediately after such issue or sale. 5.2.2. No adjustment shall be made in the Conversion Price in the event that the Company issues, in one or more transactions, (i) Common Stock upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, the 1996 Nonemployee Directors' Stock Option Plan, or the Management Incentive Stock Plan, in each case approved by the Board of Directors, provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such issue plus employee plans and agreements shall at no time exceed the number of such additional shares of Common Stock so that are issuable under currently effective employee plans and agreements, the 1996 Nonemployee Directors' Stock Option Plan, or the Management Incentive Stock Plan; (ii) Common Stock upon conversion of this Note or exercise of the Warrants; (iii) Common Stock upon exercise of any stock purchase warrant or option (other than the options referred to in clause (i) above) or other convertible security outstanding on the date hereof; or (iv) Common Stock issued as consideration in acquisitions. In addition, for purposes of calculating any adjustment of the Conversion Price, all of the shares of Common Stock issuable pursuant to any of the foregoing shall be assumed to be outstanding prior to the event causing such adjustment to be made. 5.2.3. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase Common Stock or any options, except for options issued to officers, directors or employees of the Company pursuant to a stock option plan in effect as of the date hereof, the 1996 Nonemployee Directors' Stock Option Plan, or the Management Incentive Stock Plan, for the purchase of Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified herein. Except as provided herein, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities. 5.2.4. If: (i) the purchase price provided for in any right or option, (ii) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock shall be decreased (other than by reason of provisions designed to protect against dilution), the Conversion Price then in effect shall be decreased to the Conversion Price that would have been in effect had such rights, options or Convertible Securities provided for such changed purchase price, additional consideration or conversion rate at the time initially issued. 5.2.5. For In case at any time Common Stock or Convertible Securities or any rights or options to purchase Common Stock or Convertible Securities shall be issued or sold for cash, the total amount of cash consideration shall be deemed to be the amount received by the Company. If at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. If at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued without consideration. 5.2.6. In the case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Stock or Convertible Securities, or (ii) to subscribe for or purchase Common Stock or Convertible Securities, then such record date shall be deemed to be the above calculationdate of the issuance or sale of the Common Stock or Convertible Securities deemed to have been issued or sold as a result of the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be. 5.2.7. The number of shares of Common Stock outstanding immediately prior to at any given time shall not include shares owned directly by the Company in treasury, and the disposition of any such issue shares shall be calculated on a fully diluted basis, as if all securities convertible considered an issuance or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares sale of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:.

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever during the Issuer period starting on the Issuance Date and ending on and including the third anniversary of the Issuance Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including including, without limitation, the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible note, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (ySecurity) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to the New Issuance Price. If and whenever after the third anniversary of the Issuance Date, the Company engages in a Dilutive Issuance, then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to a price the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Applicable Conversion Price by a fraction, the numerator of which shall be in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock which Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the aggregate consideration received by Conversion Price be reduced below the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued. For the purpose par value of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If the Issuer Company, at any time while this Note is outstanding, issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, sells any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Convertible Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price VWAP of the Company’s Common Stock, as quoted by Bloomberg, LP, in effect immediately prior to such issue or sale or deemed issuance or sale (such price the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Fixed Price then in effect shall be reduced to an amount equal to a the New Issuance Price; provided, however, that this provision shall not apply to (i) any grants or issuances of equity awards (or Shares underlying such equity awards) under the Company’s bonafide equity compensation plans, and (ii) any Shares issued in connection with the Merger pursuant to or as contemplated by the BCA. For the purposes hereof, if the Company in any manner issues or sells any Convertible Securities and the lowest price determined by multiplying the Applicable Price by a fraction, the numerator of per share for which shall be the number of shares one share of Common Stock outstanding immediately prior to is issuable upon such issue plus conversion or exchange or exercise thereof is less than the number of shares Applicable Price, then such share of Common Stock which the aggregate consideration received shall be deemed to be outstanding and to have been issued and sold by the Issuer Company at the time of the issuance or sale of such Convertible Securities for such price per share. No further adjustment of the total number Conversion Price shall be made upon the actual issuance of additional shares such share of Common Stock so issued would purchase at the Applicable Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number upon conversion or exchange or exercise of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:Convertible Securities.

Adjustment of Conversion Price upon Issuance of Common Stock. If Subject to the Issuer immediately following sentence which relates to issuances occurring within the first nine months following the Initial Issuance Date, if and whenever after the Initial Issuance Date, the Company issues or sells, or in accordance with this Section 7(a2(f)(i) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (ySecurity) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to a price determined by multiplying the Applicable Price by a fractionAdjusted Price. After the Initial Issuance Date and prior to the nine (9) month anniversary of the Initial Issuance Date, the numerator “Applicable Price” with respect to any issuance or sale by the Company of which shall be Common Stock (including the number issuance or sale of shares of Common Stock outstanding immediately prior to such issue plus owned or held by or for the number account of the Company, but excluding shares of Common Stock which the aggregate consideration received deemed to have been issued or sold by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price Company in effect immediately prior to such issuance, and the denominator of which connection with any Excluded Security) shall be the number Market Price; provided that, without the prior written consent of shares of the Required Holders, during such nine (9) month period, the Company shall not issue Common Stock outstanding immediately prior to such issue plus for which it receives proceeds (net of offering expenses, discounts and fees) of more than Thirty Million Dollars ($30,000,000) at a gross per share price below the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such dateMarket Price. For purposes of determining the adjusted Conversion Price under this Section 7(a2(f)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If Except as provided in Paragraph 6(d)(5) , if and whenever the Issuer issues Corporation shall issue or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, sell any shares of its Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a the Conversion Price then in effect on the date of such issue or sale, then, forthwith upon such issue or sale, the Conversion Price shall be reduced to the price (calculated to the “Applicable Price”nearest cent -- a half cent or more being considered a full cent) equal to determined by multiplying the Conversion Price in effect immediately prior to the time of such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to a price determined by multiplying the Applicable Price by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received or sale multiplied by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Conversion Price in effect immediately prior to such issuanceissue or sale plus (ii) the consideration received by the Corporation upon such issue or sale, and the denominator of which shall be the product of (iii) the total number of shares of Common Stock outstanding immediately after such issue or sale, multiplied by (iv) the Conversion Price in effect immediately prior to such issue plus or sale. For the number purposes of such additional the foregoing calculation, all shares of Common Stock so issued. For the purpose of the above calculationCorporation issuable upon conversion of all then outstanding convertible securities (including those certain 8% Debentures issued pursuant to that certain Debenture and Note Purchase Agreement dated June 29, 1999 (the number "Debenture and Note Purchase Agreement")) and upon exercise of all then outstanding options, warrants or other rights to acquire Common Stock (including those certain Warrants issued pursuant to the Debenture and Note Purchase Agreement) shall be deemed outstanding but only to the extent and only if the Market Value of the Common Stock of the Corporation on such date is in excess of the conversion price of such convertible securities then in effect or the exercise price of such options, warrants or other rights then in effect, respectively. (i) In case of the issuance or sale of shares of Common Stock outstanding immediately prior to such issue for a consideration part or all of which shall be calculated on a fully diluted basiscash, as the amount of cash consideration therefor shall be deemed to be the amount of cash received by the Corporation for such shares (or, if all securities convertible or exchangeable for shares of Common Stock had been fully converted into are offered by the Corporation for subscription, the subscription price, or, if shares of Common Stock shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) without deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. (ii) In case of the issuance or sale (otherwise than as a dividend or other distribution on or subdivision of any stock of the Corporation or on conversion or exchange of other securities of the Corporation) of shares of Common Stock for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash shall be deemed to be the value of such consideration, as determined in good faith by the Board of Directors of the Corporation, at or about, but as of, the date of the adoption of the resolution authorizing such issuance for a consideration other than cash of such Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights the close of business on the date fixed for the purchase determination of shares security holders entitled to receive such Common Stock. (iii) Shares of Common Stock had been fully exercised immediately prior to such issuance (and issuable by way of dividend or other distribution on or subdivision of any stock of the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following Corporation shall be applicable:deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution or subdivision.

Adjustment of Conversion Price upon Issuance of Common Stock. If Except as provided in Paragraph 6(d)(5) , if and whenever the Issuer issues Corporation shall issue or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, sell any shares of its Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a the Conversion Price then in effect on the date of such issue or sale, then, forthwith upon such issue or sale, the Conversion Price shall be reduced to the price (calculated to the “Applicable Price”nearest cent -- a half cent or more being considered a full cent) equal to determined by multiplying the Conversion Price in effect immediately prior to the time of such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to a price determined by multiplying the Applicable Price by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received or sale multiplied by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Conversion Price in effect immediately prior to such issuanceissue or sale plus (ii) the consideration received by the Corporation upon such issue or sale, and the denominator of which shall be the product of (iii) the total number of shares of Common Stock outstanding immediately after such issue or sale, multiplied by (iv) the Conversion Price in effect immediately prior to such issue plus or sale. For the number purposes of such additional the foregoing calculation, all shares of Common Stock so issued. For the purpose of the above calculationCorporation issuable upon conversion of all then outstanding convertible securities (including those certain 8% Debentures issued pursuant to that certain Debenture and Note Purchase Agreement dated June __, 1999 (the number "Debenture and Note Purchase Agreement")) and upon exercise of all then outstanding options, warrants or other rights to acquire Common Stock (including those certain Warrants issued pursuant to the Debenture and Note Purchase Agreement) shall be deemed outstanding but only to the extent and only if the Market Value of the Common Stock of the Corporation on such date is in excess of the conversion price of such convertible securities then in effect or the exercise price of such options, warrants or other rights then in effect, respectively. (i) In case of the issuance or sale of shares of Common Stock outstanding immediately prior to such issue for a consideration part or all of which shall be calculated on a fully diluted basiscash, as the amount of cash consideration therefor shall be deemed to be the amount of cash received by the Corporation for such shares (or, if all securities convertible or exchangeable for shares of Common Stock had been fully converted into are offered by the Corporation for subscription, the subscription price, or, if shares of Common Stock shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) without deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. (ii) In case of the issuance or sale (otherwise than as a dividend or other distribution on or subdivision of any stock of the Corporation or on conversion or exchange of other securities of the Corporation) of shares of Common Stock for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash shall be deemed to be the value of such consideration, as determined in good faith by the Board of Directors of the Corporation, at or about, but as of, the date of the adoption of the resolution authorizing such issuance for a consideration other than cash of such Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights the close of business on the date fixed for the purchase determination of shares security holders entitled to receive such Common Stock. (iii) Shares of Common Stock had been fully exercised immediately prior to such issuance (and issuable by way of dividend or other distribution on or subdivision of any stock of the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following Corporation shall be applicable:deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution or subdivision.

Adjustment of Conversion Price upon Issuance of Common Stock. If the Issuer Company, at any time while this Note is outstanding, issues or sellssells any Common Shares or Convertible Securities, or including any issuances in accordance connection with a Concurrent Issuance (as defined in the SEPA, even if such issuance was made prior to the issuance of this Section 7(aNote) is deemed to have (other than shares issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Issuer, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Fixed Price in effect immediately prior to such issue or sale or deemed issuance or sale (such price the “Applicable Price”) (the foregoing foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Conversion Fixed Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the purposes hereof, if the Company in any manner issues or sells any Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded Securities) and the lowest price per share for which one Common Share is issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Share upon conversion or exchange or exercise of such Convertible Securities. If any Concurrent Issuances contain conversion price adjustments that are more favorable to the provisions of this Note, including the determination of the Variable Price, or if the price per share for which one Common Share is issuable upon conversion or exchange or exercise of any Concurrent Issuance is subsequently reduced to a price determined by multiplying that is less than the Applicable Price by a fractionPrice, the numerator of which then such change shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Issuer considered a Dilutive Issuance for the total number purposes of additional shares of Common Stock so issued would purchase at the Applicable Price in effect immediately prior to such issuancethis Section 3(f), and the denominator of which Holder, at its option, shall be entitled to the number of shares of Common Stock outstanding immediately prior same adjustment to such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue Fixed Price or shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior entitled to an adjustment to the Variable Price to match such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:Dilutive Issuance.

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuer Subscription Date, the Company issues or sells, or in accordance with this Section 7(a5(g)(i) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock issued by the Company as a dividend or sold, other distribution in respect of the Common Stock for which an adjustment is made pursuant to Section 5(g)(iii) or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue issuance or sale or deemed issuance or sale (the foregoing foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to a price the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Applicable Conversion Price by a fraction, the numerator of which shall be in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock which the aggregate consideration received by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect Deemed Outstanding immediately prior to after such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such dateDilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a5(g)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. (a) If and whenever on or after the Issuer Subscription Date through the eighteen (18) month anniversary of the Issuance Date, the Company issues or sells, or in accordance with this Section 7(a13.09(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (x) Company in connection with any Excluded Securities, (ySecurity) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “"New Securities Issuance Price”") less than a price (the “"Applicable Price”") equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Securities Issuance Price. If and whenever after the eighteen (18) month anniversary of the Issuance Date, the Company issues or sells, or in accordance with this Section 13.09(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) in a price Dilutive Issuance, then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Applicable Conversion Price by a fraction, the numerator of which shall be in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue Dilutive Issuance plus (II) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Issuer for Company upon such Dilutive Issuance, by (2) the total number of additional shares of Common Stock so issued would purchase at product derived by multiplying (I) the Applicable Price in effect immediately prior to such issuance, and the denominator of which shall be Dilutive Issuance by (II) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to after such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such dateDilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a13.09(a), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuer Effective Date, the Company issues or sells, or in accordance with this Section 7(a3(e)(i) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock issued or sold, or in accordance with this Section 7(a) deemed to have been issued or sold, by the Issuer (x) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Closing Sale Price in effect immediately prior to such issue issuance (other than such issuances or sale or deemed issuance or sale sales pursuant to an underwritten public offering for which the Applicable Price is less than such Closing Sale Price solely on account of customary selling concessions and discounts) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to a price determined by multiplying the Applicable product of (x) the Conversion Price by a fraction, in effect immediately prior to such Dilutive Issuance and (y) the numerator quotient of which shall be (1) the sum of (I) the product of the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue plus Dilutive Issuance and (II) the consideration, if any, received by the Company from such Dilutive Issuance, divided by (2) the sum of (I) the product of (x) the Conversion Price in effect immediately prior to such Dilutive Issuance multiplied by (y) the number of shares of Common Stock which the aggregate consideration received by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect Deemed Outstanding immediately prior to such issuance, and Dilutive Issuance plus (II) the denominator product of which shall be (x) the number of shares of Common Stock sold in such Dilutive Issuance or deemed to be outstanding immediately prior pursuant to Sections 3(e)(i)(A) and 3(e)(i)(B) with respect to such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basisDilutive Issuance, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance applicable, and any outstanding warrants, options or other rights for (y) the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such dateApplicable Price. For purposes of determining the adjusted Conversion Price under this Section 7(a3(e)(i), the following shall be applicable:

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuer Subscription Date and prior to the consummation of a Qualified IPO, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, or the Issuer publicly announces the issuance or sale of, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the IssuerCompany, but excluding shares of Common Stock issued or sold, sold or in accordance with this Section 7(a) deemed to have been issued or sold, sold by the Issuer (xCompany with respect to Options to acquire up to 6,000,000 shares of Common Stock that may be awarded by the Company solely to employees, officers and directors for services provided to the Company) in connection with any Excluded Securities, (y) for which the Holder received a Distribution in at least an equivalent amount pursuant to Section 6(a) and (z) adjusting the Conversion Price pursuant to Section 7(b)), for a consideration per share (the “New Issuance Price”) less than a price (the “Pre-Qualified IPO Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing issuance, a “Pre-Qualified IPO Dilutive Issuance”), then immediately after such Pre-Qualified IPO Dilutive Issuance Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. If and whenever on or after the consummation of a Qualified IPO, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock issued or sold or deemed to have been issued or sold by the Company in each case solely in connection with any Excluded Security) for a consideration per share less than a price (the “Post-Qualified IPO Applicable Price”) equal to the Market Price then in effect (the foregoing issuance, a “Post-Qualified IPO Dilutive Issuance”), then immediately after such Post-Qualified IPO Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (i) the Conversion Price in effect immediately prior to such issuance or sale and (ii) the quotient determined by dividing (A) the sum of (1) the product derived by multiplying the Post-Qualified IPO Applicable Price by a fraction, the numerator of which shall be and the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to such issue Post-Qualified IPO Dilutive Issuance plus (2) the consideration, if any, received by the Company upon such Post-Qualified IPO Dilutive Issuance, by (B) the product derived by multiplying (1) the Post-Qualified IPO Applicable Price by (2) the number of shares of Common Stock which the aggregate consideration received by the Issuer for the total number of additional shares of Common Stock so issued would purchase at the Applicable Price in effect Deemed Outstanding immediately prior to after such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all securities convertible or exchangeable for shares of Common Stock had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of Common Stock had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such datePost-Qualified IPO Dilutive Issuance. For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable: