Common use of Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Clause in Contracts

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereof, the Company issues or sells (or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 4(c) and whenever4(e) hereof, if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) Exercise Price on the date of such issuance or sale(a "DILUTIVE ISSUANCE"), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the amount a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (i) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or salethe Dilutive Issuance. Upon each such adjustment If, however, any Dilutive Issuance occurs at any time during the period commencing on the date of the Purchase Agreement through the date two (2) years from the effective date of the Registration Statement as provided in Section 2(a) of the Registration Rights Agreement, then immediately upon the Dilutive Issuance the Exercise Price hereunderwill be reduced to the lower of (i) such price as determined in the foregoing sentence, or (ii) the number amount of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment consideration per share received by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to Company in such Dilutive Issuance; provided that only one adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shareswill be made for each Dilutive Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, whenever on or after the date hereof, Date of Issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B 2.2 is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of U.S. $1.30 (as such amount is proportionately adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations and similar transactions affecting the Common Stock determined as after the Date of Issuance, the earlier "Base Price"), except with respect to any acquisition by way of (x) issuance of Common Stock or any issuance of Common Stock to Persons related to the announcement of such issuance or sale, or (y) the date of such issuance or saleCompany, then immediately upon such issuance or sale the Exercise Price shall will be reduced to equal the amount Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleBase Price, plus (2b) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by Base Price times the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon the exercise or conversion of this Warrant shall will be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon the exercise or conversion of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) eighty percent (80%) of the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the “Adjustment Multiplier”), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (ii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude the obtainable upon exercise of this Warrant Shareswith respect to a Permitted Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If (i) Except for (a) any shares of Common Stock issued as a dividend or distribution on the Common Stock to which Xxxxxxx 0X xxxxxxx, (x) any securities issued by the Company upon the exercise, conversion or exchange in accordance with their respective terms of Options or Common Stock Equivalents outstanding on the date hereof including, without limitation, (A) the Series A Convertible Participating Preferred Stock issued pursuant to the Purchase Agreement and whenever(B) the warrants issued to Abry Mezzanine Partners, L.P. and its affiliates on the date hereof or (c) Common Stock and Options to acquire Common Stock pursuant to options, incentive or compensation plans approved by the Board of Directors of the Company to employees, directors and independent contractors in an aggregate amount after the date hereof that does not exceed (i) 1,050,000 shares of Common Stock, whether issued as shares of Common Stock or as Options to acquire Common Stock, and (ii) 330,121 shares of Common Stock issuable upon exercise of Options outstanding on the date hereof (in each case, as adjusted to reflect any stock split, reverse stock split, stock dividend or similar event consummated after the date hereof), if and whenever after the date of the Purchase Agreement the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of its Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofDate of Issuance, either (x) the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C other than upon the exercise, exchange or (iii) conversion of Floating Price Securities and other than pursuant to the Purchase Rights covered by an event for which an adjustment is made pursuant to Section 32C, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuance or saleissuance, then immediately upon such issuance or sale (A) the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair Market Value per share of the Common Stock issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or salesale and (B) in the case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price pursuant to clause (A) above. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable (whether or not then acquirable or subject to a contingency) upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant SharesShares issuable upon exercise of the Warrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofDate of Issuance, either (x) the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C other than upon the exercise, exchange or (iii) conversion of Floating Price Securities and other than pursuant to the Purchase Rights covered by an event for which an adjustment is made pursuant to Section 32C, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, sale or (y) the date Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuance or saleissuance, then immediately upon such issuance or sale (A) the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair Market Value per share of the Common Stock issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or salesale and (B) in the case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price pursuant to clause (A) above. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable (whether or not then acquirable or subject to a contingency) upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant SharesShares issuable upon exercise of the Warrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the original date hereof, of issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or of sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair the Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. In the event of a change in the Base Exercise Price at any time after the original date of issuance of the Warrant, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a pro forma basis as if the Base Exercise Price at the time of each such adjustment was the Base Exercise Price after giving effect to such change. In the event that there is an Indemnification Amount which result in a reduction of the Exercise Price, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a pro forma basis as if the reduction resulting from the Indemnification Amount had occurred prior to each such adjustment. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of Warrant Shares obtainable upon exercise of this Warrant with respect to (A) the issuance or granting of Common Stock, Options or Convertible Securities to employees, officers, consultants and directors of the Corporation and its Subsidiaries or the exercise thereof pursuant to the Stock Option Plans, (B) the issuance or granting of Options for up to 75,000 shares of Common Stock Deemed Outstanding shall exclude (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends, or similar reclassifications) to employees and consultants of the Corporation outside of the Stock Option Plans, (C) the issuance of Series B Preferred Stock upon exercise of the Warrants, (D) the issuance of Common Stock upon (i) exercise of the Warrant SharesTo Purchase Shares of Common Stock of United Shipping & Technology, Inc. or (ii) the conversion of the 9% Convertible Subordinated Promissory Note, in each case, dated as of April 25, 2000, issued by the Company to J. Iver & Company, (E) the issuance of Common Stock upon exercise of the Warrant To Purchase Common Stock of United Shipping & Technology, Inc., dated as of September 24, 1999, issued to Bayview Capital Partners L.P. (the "Bayview Warrant"), (F) the issuance of Common Stock upon conversion of the Convertible Subordinated Note, dated as of September 24, 1999, issued by the Company to CEX Holdings, Inc. (the "CEX Convertible Note"), (G) the issuance of no more than 100,000 shares of Common Stock (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends or similar reclassifications) to Xxxx X. Xxxxxxxxxxx XX (or a trust solely for his benefit) solely as payment in satisfaction of a court-approved settlement of his claim against Corporate Express Delivery Systems, Inc., et al., pending in the United States District Court for the Southern District of Texas, Houston Division (Case No. H-98-1271), (H) the issuance of Common Stock upon exercise of the Company's Series B Convertible Preferred Stock, par value $.004 per share (the "Preferred Stock") and (I) the issuance of Preferred Stock upon exercise of the Preferred Warrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Paragraphs 4(c) and whenever4(e) hereof, if and whenever on or after the date hereofIssue Date of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B Paragraph 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Fair Market Value per share greater of (1) 80% of the Common Stock determined Market Price (as of the earlier of hereinafter defined) (xa “Market Price Adjustment”) and (2) the announcement of such issuance or sale, or then effective Exercise Price (yan “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such issuance or saleCommon Stock (a “Dilutive Issuance”), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the amount a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (i) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Paragraph 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or sale. Upon each such adjustment of the Dilutive Issuance; provided that the Exercise Price hereunder, will in no event be reduced below the number Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of Warrant Shares acquirable the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of this Warrant the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall be adjusted to equal the total number of shares determined by multiplying of Common Stock issued the Exercise Price in effect immediately prior Holder upon exercise or otherwise pursuant to such adjustment the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the number Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment Purchase Agreement, dated September 29, 2005, by and dividing among the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2Company, the calculation of Holder and the other purchasers named therein (the “Second Purchase Agreement”) and (iii) the number of shares of Common Stock Deemed Outstanding issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Second Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”), which shall exclude be equal to 19.99% of the Warrant Sharestotal shares of Common Stock outstanding on June 30, 2005, subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after June 30, 2005. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the original date hereof, of issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or of sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair the Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of Warrant Shares obtainable upon exercise of this Warrant with respect to (A) the issuance or granting of Common Stock, Options or Convertible Securities to employees, officers, consultants and directors of the Corporation and its Subsidiaries or the exercise thereof pursuant to the Stock Option Plans, (B) the issuance or granting of Options for up to 75,000 shares of Common Stock Deemed Outstanding shall exclude (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends, or similar reclassifications) to employees and consultants of the Corporation outside of the Stock Option Plans, (C) the issuance of Series B Preferred Stock upon exercise of the Warrants, (D) the issuance of Common Stock upon (i) exercise of the Warrant SharesTo Purchase Shares of Common Stock of United Shipping & Technology, Inc. or (ii) the conversion of the 9% Convertible Subordinated Promissory Note, in each case, dated as of April 25, 2000, issued by the Company to J. Iver & Company, (E) the issuance of Common Stock upon exercise of the Warrant To Purchase Common Stock of United Shipping & Technology, Inc., dated as of September 24, 1999, issued to Bayview Capital Partners L.P. (the "Bayview Warrant"), (F) the issuance of Common Stock upon conversion of the Convertible Subordinated Note, dated as of September 24, 1999, issued by the Company to CEX Holdings, Inc. (the "CEX Convertible Note"), (G) the issuance of no more than 100,000 shares of Common Stock (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends or similar reclassifications) to Xxxx X. Xxxxxxxxxxx XX (or a trust solely for his benefit) solely as payment in satisfaction of a court-approved settlement of his claim against Corporate Express Delivery Systems, Inc., et al., pending in the United States District Court for the Southern District of Texas, Houston Division (Case No. H-98-1271), (H) the issuance of Common Stock upon exercise of the Preferred Stock and the Common Warrants, and (I) the issuance of Preferred Stock upon exercise of the Preferred Warrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereof, whenever the Company issues or sells (sells, or in accordance with Section SECTION 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than (a) the Fair Exercise Price in effect immediately prior to such time or (b) the Market Value per Price of a share of the Common Stock determined as of the earlier of (x) the announcement of immediately prior to such issuance or salesale (treating any stock split, stock dividend, combination of shares or (y) the date of similar transaction effected contemporaneously with such issuance or salesale as if it had been effected prior thereto), then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal whichever of the amount following Exercise Prices is lower: (a) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance issue or sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair issue or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale; or (b) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issue or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale multiplied by the Market Value per share Price of the Common Stock determined as of the date of such issuance of sale, plus (2) the consideration, if any, received by the Company upon such issue or sale, and the denominator of which shall be the product derived by multiplying the Market Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted increased to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude issuable upon exercise of this Warrant with respect to the Warrant Sharesgrants of options or the issuance of Common Stock upon the exercise of options under the Company's 1996 Stock Option Plan.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereof, whenever the Company issues or sells (sells, or in accordance with Section 2B paragraph 2(b) is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than (A) $0.01 (as such amount is Proportionately adjusted for stock splits, stock combinations, stock dividends and recapitalizations affecting the Fair Common Stock after the Date of Issuance, the "Base Price") or (B) the Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale or deemed issue or sale the Exercise Price shall be reduced to equal whichever of the amount following Exercise Prices is lower: (1) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Base Price of the Common Stock determined as of the date of such issuance issue or sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair Market Value per share the Base Price of the Common Stock determined as of the date of such issue or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. ; or (2) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issue or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale multiplied by the Market Price of the Common Stock determined as of the date of such issuance of sale, plus (2) the consideration, if any, received by the Company upon such issue or sale, and the denominator of which shall be the product derived by multiplying the Market Price of the Common Stock determined as of the date of such issue or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Warrant Stock obtainable upon exercise of this Warrant as a result of (A) any issue or sale (or deemed issue or sale) of shares of Common Stock to employees, directors or consultants of the Company and its Subsidiaries pursuant to stock option plans and stock ownership plans approved by the Company's board of directors (including all such stock options and other purchase rights outstanding as of the date of the Purchase Agreement); or (B) with respect to any of the Corporation's stock options outstanding as of the date of the Purchase Agreement, any reduction of the exercise prices thereof to an exercise price per share of Common Stock not less than $0.01 per share (as such per share price is proportionately adjusted for subsequent stock splits, combinations and dividends affecting the Common Stock); or (C) any issue or sale (or deemed issue or sale) of shares of Common Stock approved by the Company's board of directors and in accordance with the Series C Covenants (including all Common Stock Deemed Outstanding shall exclude as of the Warrant Sharesdate of the Purchase Agreement).

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofof the Purchase Agreement, the Company issues or sells (or in accordance with Section 2B 4.C is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C 4.D or (iiiii) pursuant to the Purchase Rights covered by Section 34.I, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Conversion Price shall be reduced to equal the amount determined by multiplying the Exercise Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately after such issuance or sale. Upon each such adjustment of the Exercise Conversion Price hereunder, the number of Warrant Conversion Shares acquirable issuable upon exercise of this Warrant Debenture shall be adjusted to equal the number of shares determined by multiplying the Exercise Conversion Price in effect immediately prior to such adjustment by the number of Warrant Conversion Shares acquirable issuable upon exercise of this Warrant Debenture immediately prior to such adjustment and dividing the product thereof by the Exercise Conversion Price resulting from such adjustment. For the purposes of this Section 24, the calculation of the number of shares of Common Stock Deemed Outstanding deemed outstanding shall exclude the Warrant Conversion Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereof, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereofDate of Issuance, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), sold (other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of Exercise Price immediately prior to such issuance or sale, then immediately upon such issuance or sale sale, the Exercise Price shall be reduced to equal a price (calculated to the amount nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (a) the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by plus the Fair Market Value per share number of the shares of Common Stock determined as of which the date of such issuance or sale, plus (2) the consideration, if any, aggregate consideration received by the Company upon for the total number of additional shares of Common Stock actually so issued would purchase at the Exercise Price in effect immediately prior to such issuance or sale, and (b) the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after prior to such issuance or sale. sale plus the number of additional shares of Common Stock actually so issued. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) eighty percent (80%) of the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the “Adjustment Multiplier”), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale; provided, however, that the Exercise Price shall not be reduced pursuant to this Section 2A below the Exercise Price Floor. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (ii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude the obtainable upon exercise of this Warrant Shareswith respect to a Permitted Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereof, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock its common stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date of such issuance or saletime, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by dividing: (1) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will be the sum of (1) times the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2y) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by by (2) the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of the Exercise Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares the Exercise Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes foregoing, no adjustment shall be made pursuant to this Section 2A or Section 2B with respect to any of the following issuances or sales, or deemed issuances or sales: (1) shares of the Company’s common stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of the Company’s common stock that is covered by Section 2D, 2E or 2F; or (2) subject to the terms of this Section sub-clause (2), the calculation shares of the Company’s common stock actually issued pursuant to awards or issuable upon the exercise of awards, in each case made pursuant to the Sterling Construction Company, Inc. Stock Incentive Plan (the “Incentive Plan”) or any successor equity compensation plan adopted by the Company and approved by the stockholders of the Company after the date hereof (a “Successor Equity Plan”), provided that (i) such issuance is pursuant to the terms of such awards, (ii) such awards are issued at or above the then current Market Price for the Company’s common stock and (iii) the aggregate number of shares of Common Stock Deemed Outstanding shall exclude the Warrant SharesCompany’s common stock issued pursuant to or issuable upon exercise of such awards (determined in accordance with the terms of the Incentive Plan or Successor Equity Plan, as applicable, at the time of any such award) does not exceed an aggregate maximum amount equal the sum of (A) the four hundred ninety-three thousand nine hundred twenty-one (493,921) shares of common stock that comprise the aggregate balance of shares not yet issued under the Incentive Plan, plus (B) any shares issued or issuable pursuant to any such awards outstanding on the date hereof that are hereafter forfeited and returned to the share pool of the Incentive Plan for subsequent issuance, plus (C) up to an additional five hundred thousand (500,000) shares under the Incentive Plan (upon the amendment thereof in accordance with its terms) or a Successor Equity Plan.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofDate of Issuance, either (x) the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C other than upon the exercise, exchange or (iii) conversion of Floating Price Securities and other than pursuant to the Purchase Rights covered by an event for which an adjustment is made pursuant to Section 32C, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuance or saleissuance, then immediately upon such issuance or sale (A) the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair Market Value per share of the Common Stock issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or salesale and (B) in the case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price pursuant to clause (A) above. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.the

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and wheneverwhen, on or after the date hereof, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or soldsold (other than Purchase Rights (as defined in Section 3A), other than (i) pursuant to a Permitted Issuance, (ii) Issuance or as described in Section 2C or (iiihereof) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share consideration that is less than the per share Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale sale, the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1x) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus and (2y) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the "ADJUSTMENT MULTIPLIER"), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (ii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude obtainable upon exercise of this Warrant with respect to a Permitted Issuance (other than a Permitted Issuance of the Warrant Sharestype described in clause (vi) of the definition thereof if the price per share in such issuance is less than the Exercise Price in effect immediately prior to such issuance).

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, whenever on or after the date hereof, Date of Issuance of this Warrant the Company issues or sells (sells, or in accordance with Section paragraph 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock (other than the Excluded Stock) for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date of such issuance or saletime, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by dividing (A) the sum of (y) the product derived by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will be the sum of (1) and the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2z) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by by (B) the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. . (iii) For the purposes of this Section 2, "EXCLUDED STOCK" means (1) Common Stock issued or reserved for issuance by the calculation Company as a dividend on Preferred Stock or upon any subdivision or split-up of the number of outstanding shares of any shares of capital stock of the Company or any recapitalization thereof, or upon conversion of any shares of Preferred Stock, (2) Common Stock Deemed Outstanding shall exclude issuable pursuant to any portion or warrants or other rights that are outstanding on the Warrant Sharesdate of Issuance identified on SCHEDULE 3-2 - CAPITAL STOCK to the Purchase Agreement, (3) Common Stock of the Company issued or issuable in connection with a Board-approved acquisition of a business by the Company as a result of which the Company owns in excess of 50% of the voting power of such business, (4) Common Stock issued or issuable to employees, officers, consultants, directors or vendors of the Company or pursuant to any Board-approved employee, officer, consultant or director benefit plan, including without limitation any Board-approved stock option plan, and (5) Common Stock issued or issuable to (x) banks, savings and loan associations, equipment lessors or similar lending institutions in connection with such entities providing Board-approved credit facilities or equipment financings to the company or (y) any party to any technology transfer agreement, distribution agreement, marketing agreement or any other agreement similar thereto, with the Company, as approved by the Board.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the original date hereof, of issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or of sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair the Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. In the event of a change in the Base Exercise Price at any time after the original date of issuance of the Warrant, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a PRO FORMA basis as if the Base Exercise Price at the time of each such adjustment was the Base Exercise Price after giving effect to such change. In the event that there is an Indemnification Amount which result in a reduction of the Exercise Price, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a PRO FORMA basis as if the reduction resulting from the Indemnification Amount had occurred prior to each such adjustment. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares Warrant Shares obtainable upon exercise of this Warrant with respect to (A) the issuance or granting of Common Stock, Options or Convertible Securities to employees, officers. consultants and directors of the Corporation and its Subsidiaries or the exercise thereof pursuant to the Stock Deemed Outstanding shall exclude Option Plans, (B) the Warrant Shares.issuance or granting of Options for up to 75,000 shares of

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, whenever on or after the date hereof, Date of Issuance of this Warrant the Company issues or sells (sells, or in accordance with Section paragraph 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock (other than the Excluded Stock) for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date of such issuance or saletime, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by dividing (A) the sum of (y) the product derived by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will be the sum of (1) and the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2z) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by by (B) the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. . (iii) For the purposes of this Section 2, "EXCLUDED STOCK" means (1) Common Stock issued or reserved for issuance by the calculation Company as a dividend on Preferred Stock or upon any subdivision or split-up of the number of outstanding shares of any shares of capital stock of the Company or any recapitalization thereof, or upon conversion of any shares of Preferred Stock, (2) Common Stock Deemed Outstanding shall exclude issuable pursuant to any portion or warrants or other rights that are outstanding on the Warrant Sharesdate of Issuance identified on SCHEDULE 3-2 CAPITAL STOCK to the Purchase Agreement, (3) Common Stock of the Company issued or issuable in connection with a Board-approved acquisition of a business by the Company as a result of which the Company owns in excess of 50% of the voting power of such business, (4) Common Stock issued or issuable to employees, officers, consultants, directors or vendors of the Company or pursuant to any Board-approved employee, officer, consultant or director benefit plan, including without limitation any Board-approved stock option plan, and (5) Common Stock issued or issuable to (x) banks, savings and loan associations, equipment lessors or similar lending institutions in connection with such entities providing Board-approved credit facilities or equipment financings to the company or (y) any party to any technology transfer agreement, distribution agreement, marketing agreement or any other agreement similar thereto, with the Company, as approved by the Board.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereof, whenever the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than (a) the Fair Exercise Price in effect immediately prior to such time or (b) the Market Value per Price of a share of the Common Stock determined as of the earlier of (x) the announcement of immediately prior to such issuance or salesale (treating any stock split, stock dividend, combination of shares or (y) the date of similar transaction effected contemporaneously with such issuance or salesale as if it had been effected prior thereto), then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal whichever of the amount following Exercise Prices is lower: (a) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance issue or sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair issue or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale; or (b) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issue or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale multiplied by the Market Value per share Price of the Common Stock determined as of the date of such issuance of sale, plus (2) the consideration, if any, received by the Company upon such issue or sale, and the denominator of which shall be the product derived by multiplying the Market Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted increased to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude issuable upon exercise of this Warrant with respect to (A) the Warrant Sharesgrants of options or the issuance of Common Stock upon the exercise of options under the Company's 1996 Stock Option Plan or (B) the issuance of ______ shares of Common Stock by the Company pursuant to that certain Common Stock Purchase Agreement, dated as of April ____, 2001, by and among the Company and the purchasers identified therein.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 7(a), 7(b), 7(e) and whenever7(i), if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a no consideration or for consideration per share less than a price equal to the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of Exercise Price in effect immediately prior to such issuance or sale, then immediately upon after such issuance or sale sale, the Exercise Price then in effect shall be reduced to an amount equal to the amount determined by multiplying product of (x) the Exercise Price in effect immediately prior to such issuance or sale and (y) quotient obtained by a fraction, the numerator of which will be dividing (I) the sum of (1a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied and (b) the quotient determined by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus dividing (2i) the consideration, if any, received by the Company upon such issuance or sale, and sale by (ii) the denominator of which will be the product derived Exercise Price by multiplying such Fair Market Value per share of the Common Stock by (II) the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of “Common Stock Deemed Outstanding” means the number of shares of Common Stock Deemed Outstanding actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (A) in case of any adjustment required by Section 7(d) resulting from the issuance of any Options (as defined below), the maximum total number of shares of Common Stock issuable upon the exercise of the Options for which the adjustment is required (including any Common Stock issuable upon the conversion of Convertible Securities (as defined below) issuable upon the exercise of such Options), and (B) in the case of any adjustment required by Section 7(d)(ii) resulting from the issuance of any Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of the Convertible Securities for which the adjustment is required, as of the date of issuance of such Convertible Securities, if any. To the extent that shares of Common Stock are issued for cash, the per share price at which such shares were issued shall exclude be equal to the Warrant Sharesquotient determined by dividing the cash proceeds received by the Company net of any underwriting discounts or commissions by the total number of shares issued in such issuance. To the extent that shares of Common Stock are issued for consideration other than cash, the per share price at which such shares were issued shall be equal to the quotient determined by dividing the fair value of the consideration received by the Company in exchange for such shares (as determined in good faith by the Company’s board of directors) by the total number of shares issued in such issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofof the Purchase Agreement, the Company Corporation issues or sells (or in accordance with Section 2B 4.C is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C 4.D or (iiiii) pursuant to the Purchase Rights covered by Section 34.I, any shares of Common Stock for a consideration per share less than the Fair Market Value (as defined below) per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Conversion Price shall be reduced to equal the amount determined by multiplying the Exercise Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company Corporation upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately after such issuance or sale. Upon each such adjustment of the Exercise Conversion Price hereunder, the number of Warrant Conversion Shares acquirable issuable upon exercise of this Warrant Series 2000-A Preferred Stock shall be adjusted to equal the number of shares determined by multiplying the Exercise Conversion Price in effect immediately prior to such adjustment by the number of Warrant Conversion Shares acquirable issuable upon exercise of this Warrant Series 2000-A Preferred Stock immediately prior to such adjustment and dividing the product thereof by the Exercise Conversion Price resulting from such adjustment. For the purposes of this Section 24, the calculation of the number of shares of Common Stock Deemed Outstanding deemed outstanding shall exclude the Warrant Conversion Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 8(a), 8(b), 8(e) and whenever8(i), if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a no consideration or for consideration per share less than a price equal to the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of Exercise Price in effect immediately prior to such issuance or sale, then immediately upon after such issuance or sale sale, the Exercise Price then in effect shall be reduced to an amount equal to the amount determined by multiplying product of (x) the Exercise Price in effect immediately prior to such issuance or sale and (y) quotient obtained by a fraction, the numerator of which will be dividing (I) the sum of (1a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied and (b) the quotient determined by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus dividing (2i) the consideration, if any, received by the Company upon such issuance or sale, and sale by (ii) the denominator of which will be the product derived Exercise Price by multiplying such Fair Market Value per share of the Common Stock by (II) the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of "COMMON STOCK DEEMED OUTSTANDING" means the number of shares of Common Stock Deemed Outstanding actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (A) in case of any adjustment required by Section 8(d) resulting from the issuance of any Options (as defined below), the maximum total number of shares of Common Stock issuable upon the exercise of the Options for which the adjustment is required (including any Common Stock issuable upon the conversion of Convertible Securities (as defined below) issuable upon the exercise of such Options), and (B) in the case of any adjustment required by Section 8(d)(ii) resulting from the issuance of any Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of the Convertible Securities for which the adjustment is required, as of the date of issuance of such Convertible Securities, if any. To the extent that shares of Common Stock are issued for cash, the per share price at which such shares were issued shall exclude be equal to the Warrant Sharesquotient determined by dividing the cash proceeds received by the Company net of any underwriting discounts or commissions by the total number of shares issued in such issuance. To the extent that shares of Common Stock are issued for consideration other than cash, the per share price at which such shares were issued shall be equal to the quotient determined by dividing the fair value of the consideration received by the Company in exchange for such shares (as determined in good faith by the Company's board of directors) by the total number of shares issued in such issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section SECTION 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the "ADJUSTMENT MULTIPLIER"), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (ii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude obtainable upon exercise of this Warrant with respect to a Permitted Issuance (other than a Permitted Issuance of the Warrant Sharestype described in clause (vi) of the definition thereof if the price per share in such issuance is less than the Exercise Price in effect immediately prior to such issuance).

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 4(c), 4(e) and whenever4(l) hereof, if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) Exercise Price on the date of such issuance or sale(a "DILUTIVE ISSUANCE"), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the lower of (i) the amount of the consideration per share received by the Company in such Dilutive Issuance, and (ii) a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (A) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the Exercise Price in effect immediately prior to the Dilutive Issuance, and (B) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or salethe Dilutive Issuance; provided, however, that only one adjustment will be made for each Dilutive Issuance. Upon each such No adjustment of to the Exercise Price hereunder, shall have the number effect of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal increasing the number of shares determined by multiplying Exercise Price above the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after whenever during the date hereof, Exercise Period the Company issues or sells (sells, or in accordance with Section 2B 3(b) is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1A) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or of sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair the Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes of this Section 2foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Warrant Stock Deemed Outstanding shall exclude obtainable upon exercise of this Warrant with respect to (A) the Warrant Sharesgranting of stock options to employees, directors, consultants and vendors of the Company and its Subsidiaries (other than Persons employed by Greenwich) or the exercise thereof or (B) the exercise of any Convertible Securities in existence on the date hereof.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereof, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock its common stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date of such issuance or saletime, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by dividing: (1) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will be the sum of (1) times the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2y) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by by (2) the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. . (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of the Exercise Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares the Exercise Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For . (iii) Notwithstanding the purposes foregoing, no adjustment shall be made pursuant to this Section 2A or Section 2B with respect to any of the following issuances or sales, or deemed issuances or sales: (1) shares of the Company’s common stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of the Company’s common stock that is covered by Section 2D, 2E or 2F; (2) shares of the Company’s common stock actually issued upon the issuance or exercise of awards outstanding as of the date hereof pursuant to the Company’s 2010 Stock Incentive Plan, as amended (the “2010 Plan”), and/or the Company’s 1996 Incentive and Non-Qualified Stock Option Plan, as amended (collectively with the 2010 Plan, the “Existing Plans”) that (A) were issued pursuant to and in accordance with the Existing Plans and (B) have been publicly disclosed in the Company’s Securities and Exchange Commission (“SEC”) filings, provided that such issuance is pursuant to the terms of such awards as of the date hereof; or (3) subject to the terms of this Section 2sub-clause (3), the calculation shares of the number Company’s common stock actually issued upon the issuance or exercise of awards made after the date hereof pursuant to the 2010 Plan or any successor equity compensation plan adopted by the Company and approved by the stockholders of the Company after the date hereof, provided that (i) such issuance is pursuant to the terms of such awards, (ii) the only shares of Common Stock Deemed Outstanding shall exclude the Warrant SharesCompany’s common stock issued or issuable pursuant to such awards under the 2010 Plan that may be exempt pursuant to this sub-clause (3) are the 1,580,169 shares of common stock available to be issued under the 2010 Plan as of the date hereof and the first 1,000,000 additional shares available to be issued as a result of any increase in shares available for grant under the 2010 Plan (a “2010 Pool Increase”), (iii) the only shares of the Company’s common stock issued or issuable pursuant to such awards under a successor equity compensation plan adopted by the Company that may be exempt pursuant to this sub-clause (3) are the first 1,000,000 shares of common stock issued or issuable under such successor plan, less the amount of any 2010 Pool Increase (if any), (iv) such awards are issued at or above the then current Market Price for the Company’s common stock, and (v) such awards are not issued to a Person affiliated with MacAndrews and Forbes LLC.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Paragraphs 4(c) and whenever4(e) hereof, if and whenever on or after the date hereofIssue Date of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B Paragraph 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Fair Market Value per share greater of (1) 80% of the Common Stock determined Market Price (as of the earlier of hereinafter defined) (xa “Market Price Adjustment”) and (2) the announcement of such issuance or sale, or then effective Exercise Price (yan “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such issuance or saleCommon Stock (a “Dilutive Issuance”), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the amount a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (i) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Paragraph 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or sale. Upon each such adjustment of the Dilutive Issuance; provided that the Exercise Price hereunder, will in no event be reduced below the number Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of Warrant Shares acquirable the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of this Warrant shall be adjusted to equal the number Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by issuance of the number of Warrant Shares acquirable Common Stock upon exercise of this Warrant immediately prior or otherwise pursuant to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock Deemed Outstanding issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which, as of the Issue Date, shall exclude be equal to 19.99% of the Warrant Sharestotal shares of Common Stock outstanding on the Issue Date, subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the date hereofDate of Issuance, the Company issues or sells (sells, or in accordance with Section SECTION 2B is deemed to have issued or sold), sold (other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of Exercise Price immediately prior to such issuance or sale, then immediately upon such issuance or sale sale, the Exercise Price shall be reduced to equal a price (calculated to the amount nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (a) the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by plus the Fair Market Value per share number of the shares of Common Stock determined as of which the date of such issuance or sale, plus (2) the consideration, if any, aggregate consideration received by the Company upon for the total number of additional shares of Common Stock actually so issued would purchase at the Exercise Price in effect immediately prior to such issuance or sale, and (b) the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after prior to such issuance or sale. sale plus the number of additional shares of Common Stock actually so issued. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.