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 of Issuance, either (x) the Company issues or sells, or in accordance with Section 2B is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale or (y) the 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, 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 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 issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale 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 purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares 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 after the Date of Issuance, either (x) the Company issues or sells, or in accordance with Section SECTION 2B is deemed to have issued or sold, sold (other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, ) any shares of Common Stock for a consideration per share less than the per share Exercise Price in effect immediately prior to such issuance or sale or (y) the 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 issuancesale, then immediately upon such issuance or sale (A) 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 plus the number of shares of Common Stock which the aggregate consideration received by the Company 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, plus and (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 the Exercise Price in effect immediately prior to such issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after prior to such issuance or sale and plus the number of additional shares of Common Stock actually so issued. (Bii) 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 purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares 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 Date of IssuanceIssuance of this Warrant, either (x) the Company issues or sells, or in accordance with Section 2B is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, any shares share of Common Stock for a consideration per share less than (x) the Market Price of the Common Stock at such time or (y) the Exercise Price in effect immediately prior to such issuance or sale or time (y) the Company issues or sells any shares greater of Common Stock upon exercisesuch amounts being referred to herein as, 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"ADJUSTMENT MULTIPLIER"), then immediately upon such issuance issue or sale (A) or deemed issue or sale, the Exercise Price shall be reduced to equal the amount Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issuance 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 Exercise Price in effect immediately prior to 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 the Exercise Price in effect immediately prior to such issuance or sale Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale 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) abovesale. 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 (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 purposes of this Section 2. (ii) Notwithstanding the foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares issuable obtainable upon exercise of this Warrant with respect to a Permitted Issuance (other than a Permitted Issuance of the Warrantstype 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 and whenever, on or after the Date of Issuancedate hereof, either (x) the Company issues or sells, or in accordance with Section 2B is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange as described in Section 2C or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to the Purchase Rights covered by Section 2C3, any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale or (y) the 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 issuancesale, 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 Exercise Price in effect immediately prior to 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 Exercise Price in effect immediately prior to such issuance or sale Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale 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) abovesale. 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 Shares issuable upon exercise of the WarrantsShares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the Date date of Issuancethe Purchase Agreement, either (x) the Company Corporation issues or sells, 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) as described in Section 4.D or (ii) pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Purchase Rights covered by Section 2C4.I, any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to 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 sale, or (y) the Company issues date of such issuance 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 issuancesale, then immediately upon such issuance or sale (A) 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 Exercise Price in effect immediately prior to 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 Exercise Price in effect immediately prior to such issuance or sale 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 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) abovesale. 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 (whether or not then acquirable or subject to a contingency) 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 number Conversion Shares. "Fair Market Value" means the closing bid price of Warrant Shares issuable upon exercise a share of Common Stock quoted on the WarrantsNASDAQ 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. (i) If and whenever, on or after the Date of Issuance, either (x) whenever the Company issues or sells, or in accordance with Section 2B paragraph 2(b) is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, 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 Exercise Price in effect immediately prior to such issuance or sale Common Stock after the Date of Issuance, the "Base Price") or (yB) the Company issues or sells any shares Market Price of the Common Stock upon exercise, exchange determined as of the date of such issue or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuancesale, then immediately upon such issuance issue or sale (A) 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 Exercise Base Price in effect immediately prior to 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 the Exercise Base Price in effect immediately prior to of the Common Stock determined as of the date of such issuance issue or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale and sale; or (B2) 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 determined by multiplying the Exercise Price in effect immediately prior to clause such issue or sale by a fraction, the numerator of which shall be the sum of (A1) above. 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 (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 purposes of this Section 2. (iii) Notwithstanding the foregoing, 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 the number of Warrant Shares issuable upon exercise as of the Warrantsdate of the Purchase Agreement).

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or after the Date of Issuance, either (x) whenever the Company issues or sells, or in accordance with Section 2B is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, any shares of Common Stock for a consideration per share less than (a) the Exercise Price in effect immediately prior to such issuance or sale time or (yb) the Company issues or sells any shares Market Price of a share of the 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 determined immediately prior to such issuanceissuance or sale (treating any stock split, stock dividend, combination of shares or similar transaction effected contemporaneously with such issuance or sale as if it had been effected prior thereto), then immediately upon such issuance issue or sale (A) 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 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 issuance issue or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale and sale; or (Bb) 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 determined by multiplying the Exercise Price in effect immediately prior to clause such issue or sale by a fraction, the numerator of which shall be the sum of (A1) above. 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 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 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 (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 purposes of this Section 2. (iii) Notwithstanding the foregoing, there shall be no adjustment to the calculation of Exercise Price or the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares issuable upon exercise of this Warrant with respect to (A) the Warrantsgrants 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 and whenever, on or after the Date date of Issuancethe Purchase Agreement, either (x) the Company Corporation issues or sells, 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) as described in Section 4.D or (ii) pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Purchase Rights covered by Section 2C4.I, any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to 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 sale, or (y) the Company issues date of such issuance 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 issuancesale, then immediately upon such issuance or sale (A) 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 Exercise Price in effect immediately prior to 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 Exercise Price in effect immediately prior to such issuance or sale 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 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) abovesale. Upon each such adjustment of the Exercise Conversion Price hereunder, the number of Warrant Conversion Shares acquirable issuable upon exercise of this Warrant Series B 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 (whether or not then acquirable or subject to a contingency) issuable upon exercise of this Warrant Series B 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 number Conversion Shares. "Fair Market Value" means the closing bid price of Warrant Shares issuable upon exercise a share of Common Stock quoted on the WarrantsNASDAQ 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. (i) If and whenever, on or after the Date of Issuance, either (x) the Company issues or sells, or in accordance with Section 2B is deemed to have issued or sold, sold (other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, ) any shares of Common Stock for a consideration per share less than the per share Exercise Price in effect immediately prior to such issuance or sale or (y) the 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 issuancesale, then immediately upon such issuance or sale (A) 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 plus the number of shares of Common Stock which the aggregate consideration received by the Company 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, plus and (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 the Exercise Price in effect immediately prior to such issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after prior to such issuance or sale and plus the number of additional shares of Common Stock actually so issued. (Bii) 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 purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares 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 of Issuance, either (x) the Company issues or sells, or in accordance with Section 2B is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale sale, or (y) the 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, 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 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 issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale 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 purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares issuable upon exercise of the Warrants.the

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the Date date of Issuancethe Purchase Agreement, either (x) the Company issues or sells, 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) as described in Section 4.D or (ii) pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Purchase Rights covered by Section 2C4.I, any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale sale, or (y) the Company issues date of such issuance 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 issuancesale, then immediately upon such issuance or sale (A) 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 Exercise Price in effect immediately prior to 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 Exercise Price in effect immediately prior to such issuance or sale 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 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) abovesale. 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 (whether or not then acquirable or subject to a contingency) 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 number of Warrant Shares issuable upon exercise of the WarrantsConversion Shares.