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

Adjustment of Exercise Price upon Issuance of Common Stock. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received by the Company upon such issue or sale, by (2) the product of (I) the Market Price and (II) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such issuance or sale. For purposes of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. (A) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2.2 (C) hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and multiplied by the consideration received by the Company upon such issuance or sale on a per share basis plus (yii) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, consideration received by the Company upon such issue or sale, sale by (2y) the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately after such issue or sale; provided that . (B) Notwithstanding the provisions of this Section 3.2, no adjustment shall be made if in the Exercise Price in the event that the Company issues, in one or more transactions, (i) Common Stock or convertible securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, in each case approved by the Board of Directors (provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements); (ii) Common Stock upon exercise of the Warrants or any other warrant issued pursuant to the terms of the Agreement or otherwise issued to the Holder; (iii) Common Stock upon exercise of any stock purchase warrant or option (other than the options referred to in clause (i) above) or other convertible security outstanding on the date hereof; (iv) any conversion to equity by St. Jamex Xxxital Corp. or its affiliates ("St. Jamex") xf all or part of the existing debt in the principal amount of $6,500,000; (v) any conversion to equity by The Coastal Corporation Second Pension Trust of all or part of the existing debt to Coastal in the principal amount of $3,500,000 or in connection with a refinancing of such existing indebtedness by Coastal; (vi) Common Stock upon conversion of the Note; (vii) Common Stock issued as consideration in acquisitions; or (viii) warrants issued in one or more transactions effected in any year ending on the anniversary date hereof where not exercisable for more than an aggregate of one percent (1%) of the total Common Stock issued and outstanding during such year. In addition, for purposes of calculating any adjustment would result in an increase of the Exercise Price as provided in effect immediately this Section 3.2, all of the shares of Common Stock issuable pursuant to any of the foregoing shall be assumed to be outstanding prior to the event causing such issuance or sale. adjustment to be made. 3.2.2 For purposes of determining the adjusted Exercise Price under this Section 6(h)(i)3.2, the following Sections 3.3.3(A) to 3.2.2(E) inclusive, shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. (i) If at any time prior to and whenever after the one year anniversary date of the Reset Datethis Warrant, the Company issues or sellssells in a private placement (including in connection with any acquisition of any interest in, or any entry into a joint venture with, any business or company), or in accordance with paragraph 2.2 is deemed to have issued or sold, any shares share of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or saletime, then immediately after upon such issue or sale or deemed issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the consideration lowest price paid by the purchaser per share at which such share of Common Stock of such issuance has been issued or salesold or is deemed to have been issued or sold. If at any time prior to Notwithstanding the one year anniversary of the Reset Dateforegoing, if the Company inadvertently issues or sells, or is deemed to have issued or sold, any shares share of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater less than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or saletime, the Exercise Price then in effect shall not be reduced if the Company is able to an amount equal to rescind or appropriately modify the product transaction within a reasonable time after it became aware of (x) the reduction in the Exercise Price in effect immediately prior that would otherwise occur. (ii) Notwithstanding the foregoing and Section 2.2, there shall be no adjustment to such issue the Exercise Price or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Warrant Stock obtainable upon exercise of this Warrant with respect to (i) issuance of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received by the Company upon such issue or saleto co-channel licensees in lieu of cash owed, by (2) the product of (I) the Market Price and (II) the number of not to exceed 350,000 shares of Common Stock Deemed Outstanding in the aggregate, (as defined belowii) immediately after such issue issuance of up to 675,994 shares of Common Stock pursuant to options granted by the Company prior to 1996 to purchase common stock at various prices between $.97 and $1.50, or sale; provided that no adjustment shall be made if such adjustment would result (iii) stock issued by the Company to the seller of stock or assets in an increase arms length transaction consummated in accordance with the terms of Section 5. 12 of the Purchase Agreement. Notwithstanding anything to the contrary set forth herein, in no event shall the Exercise Price at any time be an amount that is higher than the "Exercise Price" provided for in effect immediately prior the Common Stock Purchase Warrants issued by the Company pursuant to the Class A Redeemable Preferred Stock Purchase Agreement dated as of May 21, 1997 among the Company, Fleet Equity Partners, VI, L.P., Centennial Fund IV, L.P. and certain other persons (such warrants are referred to as the "Class A Warrants"); and if the "Exercise Price" of the Class A Warrants is adjusted in accordance with the terms thereof by reason of the issuance or sale. For purposes of determining the adjusted Warrants, then the Exercise Price under this Section 6(h)(i), of the following Warrants shall initially be applicable:the price to which the "Exercise Price" of the Class A Warrants is so adjusted.

Adjustment of Exercise Price upon Issuance of Common Stock. (i) If at any time prior to and whenever after the one year anniversary date of the Reset Datethis Warrant, the Company issues or sells, or in accordance with paragraph 2.2 is deemed to have issued or sold, any share of Common Stock for a consideration per share less than the Per Share Price, then immediately upon such issue or sale or deemed issue or sale, the Exercise Price in effect immediately prior to such time shall be reduced to an amount determined by dividing (a) the sum of (1) the product derived by multiplying (i) the Per Share Price times (ii) the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (2) the consideration, if any, received (or deemed received pursuant to Section 2.2 below) by the Company upon such issue or sale, by (b) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. Notwithstanding the foregoing, if the Company inadvertently issues or sells, or is deemed to have issued or sold, any shares share of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the Per Share Price, the Exercise Price in effect immediately prior to such issuance time shall not be reduced if the Company is able to rescind or sale, then immediately appropriately modify the transaction within a reasonable time after such issue or sale, it became aware of the reduction in the Exercise Price then in effect that would otherwise occur. (ii) Notwithstanding the foregoing and Section 2.2, there shall be reduced no adjustment to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior obtainable upon exercise of this Warrant with respect to such issue or sale, and (II) the consideration, if any, received issuance by the Company upon such issue or saleof any Excluded Securities, by (2) and the product of (I) the Market Price and (II) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue included in or sale; provided that no adjustment issuable upon conversion or exercise of any Excluded Securities shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such issuance or sale. For deemed outstanding for purposes of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:2.1.

Adjustment of Exercise Price upon Issuance of Common Stock. (A) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2.2(C) hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and multiplied by then existing Exercise Price plus (Bii) less the average of consideration received by the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of Company upon such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and by (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately prior to after such issue issuance or sale. (B) Notwithstanding the provisions of this Section 3.2, and no adjustment shall be made in the Exercise Price in the event that the Company issues, in one or more transactions, (IIi) Common Stock or convertible securities upon exercise of any options issued to officers, directors or employees of the considerationCompany pursuant to a stock option plan or an employment, if anyseverance or consulting agreement as now or hereafter in effect, received in each case approved by the Company upon such issue or sale, by Board of Directors (2) provided that the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding which may be issuable, including options issued prior to the date hereof, under all such employee plans and agreements shall at no time exceed 10% of all shares of Common Stock outstanding on the date hereof on a fully diluted basis; (as defined belowii) immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase Common Stock upon conversion of the Exercise Price in effect immediately prior Note pursuant to such issuance the terms of the Note; (iii) Common Stock upon exercise of the Warrants; or sale. For purposes (iv) Common Stock upon exercise of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:any stock purchase warrant or option (other than the

Adjustment of Exercise Price upon Issuance of Common Stock. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received by the Company upon such issue or sale, by (2) the product of (I) the Market Price and (II) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such issuance or sale. For purposes of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any Except for shares of Common Stock (other than of the Underlying Company issuable pursuant to warrants and options outstanding as of the date hereof or currently issuable pursuant to presently existing employee benefit plans of the Company, if and whenever after the date hereof the Company shall issue or sell Additional Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) without consideration or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the greater of (i) Exercise Price in effect immediately prior to and (ii) Fair Value (as defined below) per share (except upon exercise of this Warrant), successively upon each such issuance or sale, then immediately after such issue or sale, the Exercise Price applicable to each exercise period not yet then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect expired immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shares shall be reduced to the lowest price calculated pursuant to clause (i) or (ii) below of this Paragraph 4(b) and shall be determined by (i) dividing (A) an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B1) the number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately prior to such issue or sale, and sale multiplied by each such Exercise Price plus (II2) the aggregate consideration, if any, received by the Company upon such issue or sale, by (2B) the product total number of shares of Common Stock outstanding immediately after such issue or sale; or (ii) multiplying each such Exercise Price by a fraction, the numerator of which is (A) the sum of (I) the Market Price and (II1) the number of shares of Common Stock Deemed Outstanding outstanding immediately prior to such issue or sale multiplied by the Fair Value per share of Common Stock immediately prior to such issue or sale plus (as defined below2) the aggregate consideration, if any, received by the Company upon such issue or sale, divided by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; provided that no adjustment , and the denominator of which shall be made if such adjustment would result in an increase the Fair Value per share of the Exercise Price in effect Common Stock immediately prior to such issuance issue or sale. No adjustment of the Exercise Price, however, shall be made in an amount less than $.0001 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to $.0001 per share or more. For purposes of determining the adjusted Exercise Price under this Section 6(h)(iParagraph 4(b), the following date as of which the Fair Value per share of Common Stock shall be applicablecomputed shall be the day preceding the earlier of the date on which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. For purposes of this Paragraph 4(b), if the Current Market Value (as defined in Paragraph 6) per share of Common Stock is determinable on the date on which the Fair Value per share of Common Stock is to be determined, the Fair Value per share of Common Stock shall be deemed to be equal to the Current Market Value per share of Common Stock as of the day preceding the earlier of the date on which the Company shall (i) enter a firm contract for the issuance of such shares or (ii) issue such shares. The provisions of this Paragraph 4(b) shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock pursuant to a stock split for which an adjustment is provided for under Paragraph 4(f). As used in this Warrant, the following terms shall have the following meanings:

Adjustment of Exercise Price upon Issuance of Common Stock. (A) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2.2(C) hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and multiplied by then existing Exercise Price plus (yii) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, consideration received by the Company upon such issue or sale, sale by (2y) the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately after such issue or sale; provided that . (B) Notwithstanding the provisions of this Section 3.2, no adjustment shall be made if in the Exercise Price in the event that the Company issues, in one or more transactions, (i) Common Stock or convertible securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, in each case approved by the Board of Directors (provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements); (ii) Common Stock upon exercise of any stock purchase warrant or option (other than the options referred to in clause (i) above) or other convertible security outstanding on the date hereof; or (iii) Common Stock issued as consideration in, or in connection with, acquisitions by the Company. In addition, for purposes of calculating any adjustment would result in an increase of the Exercise Price as provided in effect immediately this Section 3.2, all of the shares of Common Stock issuable pursuant to any of the foregoing shall be assumed to be outstanding prior to the event causing such issuance or sale. adjustment to be made. 3.2.2 For purposes of determining the adjusted Exercise Price under this Section 6(h)(i)3.2, the following Sections 3.2.2(A) to 3.2.2(E) inclusive, shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. 4.2.1 If at and whenever after the date hereof the Company shall issue or sell any time prior Common Stock for no consideration or for a consideration per share less than the Exercise Price, the Exercise Price shall be reduced (but not increased, except as otherwise specifically provided herein) to the one year anniversary price (calculated to the nearest one-tenth of a cent) determined by dividing (x) an amount equal to the Reset Date, sum of (1) the Company issues or sells, or is deemed to have issued or sold, any aggregate number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by then existing Exercise Price plus (2) the consideration received by the Company upon such issue or sale by (y) the aggregate number of shares of Common Stock outstanding immediately after such issue or sale. 4.2.2 No adjustment shall be made in the Exercise Price in the event that the Company issues, in one or more transactions, (i) Common Stock or convertible securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, the 1996 Nonemployee Directors' Stock Option Plan, or the Management Incentive Stock Plan, in each case approved by the Board of Directors, provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements, the 1996 Nonemployee Directors' Stock Option Plan, or the Management Incentive Stock Plan; (ii) Common Stock upon conversion of the Note pursuant to the terms of the Notes or the Warrants; (iii) Common Stock upon exercise of any stock purchase warrant or option (other than the Underlying Shares options referred to in clause (i) above) or other convertible security outstanding on the date hereof; or (iv) Common Stock issued as consideration in acquisitions. In addition, for purposes of calculating any adjustment of the Exercise Price, all of the shares of Common Stock deemed issuable pursuant to have been any of the foregoing shall be assumed to be outstanding prior to the event causing such adjustment to be made. 4.2.3 In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase Common Stock or any options, except for options issued to officers, directors or employees of the Company pursuant to a stock option plan in effect as of the date hereof, the 1996 Nonemployee Directors' Stock Option Plan, or the Management Incentive Stock Plan, for the purchase of Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in connection with an Approved Stock Plan the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (as defined belowii) or the total maximum number of shares of Common Stock issuable upon the exercise of any such rights or options or warrants outstanding on upon the date hereof and listed in Schedule 2.1(cconversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) of the Purchase Agreement) for a consideration per share shall be less than the Exercise Price in effect immediately prior to as of the date of granting such issuance rights or saleoptions, then immediately after the total maximum number of shares of Common Stock issuable upon the exercise of such issue rights or saleoptions or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified herein. Except as provided herein, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities. 4.2.4 If: (i) the purchase price provided for in any right or option, (ii) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock shall be decreased (other than under or by reason of provisions designed to protect against dilution), the Exercise Price then in effect shall be reduced to an amount equal decreased to the Exercise Price that would have been in effect had such rights, options or Convertible Securities provided for such changed purchase price, additional consideration per share of or conversion rate at the time initially issued. 4.2.5 In case at any time Common Stock or Convertible Securities or any rights or options to purchase Common Stock or Convertible Securities shall be issued or sold for cash, the total amount of such issuance or salecash consideration shall be deemed to be the amount received by the Company. If at any time prior any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the one year anniversary amount of the Reset Dateconsideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. If at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the Company issues or sells, or is amount of consideration received therefor shall be deemed to have issued be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or sold, options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock (or Convertible Securities shall be issued in connection with the issuance and sale of other than Underlying Sharessecurities of the Company, shares together consisting of Common Stock one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued by without consideration. 4.2.6 In the case the Company in connection with an Approved Stock Plan (as defined below) or shares shall take a record of the holders of its Common Stock issuable upon for the exercise purpose of any options entitling them (i) to receive a dividend or warrants outstanding on other distribution payable in Common Stock or Convertible Securities, or (ii) to subscribe for or purchase Common Stock or Convertible Securities, then such record date shall be deemed to be the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement issuance or shares sale of the Common Stock issued or Convertible Securities deemed to have been issued or sold as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average result of the Per Share Market Values on declaration of such dividend or the five consecutive Trading Days immediately preceding making of such other distribution or the date of the granting of such issuance right of subscription or sale (purchase, as the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the case may be. 4.2.7 The number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received outstanding at any given time shall not include shares owned directly by the Company upon in treasury, and the disposition of any such issue shares shall be considered an issuance or sale, by (2) the product of (I) the Market Price and (II) the number of shares sale of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such issuance or sale. For purposes of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:Stock.

Adjustment of Exercise Price upon Issuance of Common Stock. If at any time prior to and whenever after the one year anniversary of the Reset Date, date hereof the Company issues shall issue or sells, or is deemed to have issued or sold, any shares sell Additional Shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) without consideration or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issuance or sale, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time immediately prior to the one year anniversary issuance or sale of the Reset Datesuch shares, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than then the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shares shall be reduced to by dividing an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B1) the number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately prior to such issue or sale, and sale multiplied by the then existing Exercise Price plus (II2) the aggregate consideration, if any, received by the Company upon such issue or sale, by (2B) the product of (I) the Market Price and (II) the total number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately after such issue or sale; provided that no . No adjustment of the Exercise Price, however, shall be made in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made if such at the time and together with the next subsequent adjustment would result in which, together with any adjustments so carried forward, shall amount to $.01 per share or more. The provisions of this Paragraph 4(b) shall not apply to any Additional Shares of Common Stock which are (i) distributed to holders of Common Stock pursuant to a stock split for which an increase adjustment is provided for under Paragraph 4(f), or (ii) issued upon conversion of any convertible securities of the Exercise Price Company, or upon exercise of any warrants, options or rights to purchase Common Stock, or securities convertible into Common Stock, of the Company, outstanding on the date hereof or issuable pursuant to an existing employee or director benefit plan as identified on Schedule A hereto. As used in effect immediately prior to such issuance or sale. For purposes of determining the adjusted Exercise Price under this Section 6(h)(i)Warrant, the following terms shall be applicablehave the following meanings:

Adjustment of Exercise Price upon Issuance of Common Stock. (a) (i) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2 hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect Outstanding immediately prior to such issue or sale and multiplied by the consideration received by the Company upon such issuance or sale on a per share basis plus (yii) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, consideration received by the Company upon such issue or sale, sale by (2y) the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that . (ii) Notwithstanding the provisions of this Section 3.2, no adjustment shall be made if in the Exercise Price in the event that the Company issues, in one or more transactions, (A) Common Stock or Convertible Securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, in each case approved by the Board of Directors (provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements); (B) Common Stock upon exercise of the Warrants or any other Warrant issued pursuant to the terms of the Agreement or otherwise issued to the Holder; (C) Common Stock upon exercise of any stock purchase Warrant or option (other than the options referred to in clause "(A)" above) or other convertible security outstanding on the date hereof; (D) Common Stock upon conversion or redemption of the Note; or (E) Common Stock issued as consideration in acquisitions. In addition, for purposes of calculating any adjustment would result in an increase of the Exercise Price as provided in effect immediately this Section 3.2, all of the shares of Common Stock issuable pursuant to any of the foregoing shall be assumed to be Outstanding prior to the event causing such issuance or sale. adjustment to be made. (b) For purposes of determining the adjusted Exercise Price under this Section 6(h)(i)3.2, the following Sections 3.2(b)(i) to 3.2(b)(v) inclusive, shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. (A) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2.2(C) hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and multiplied by then existing Exercise Price plus (yii) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, consideration received by the Company upon such issue or sale, sale by (2y) the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately after such issue or sale; provided . Notwithstanding the foregoing and in lieu thereof, in the event the Company issues additional shares pursuant to Section 2.2 of that certain Registration Rights Agreement of even date herewith among the Company, Sandxxx Xxxrxx Xxxxx Xxx. and certain other persons named on Exhibit A thereto, then the Exercise Price shall be reduced to the price determined by dividing the then existing Exercise Price by one and one-half (1.5). (B) Notwithstanding the provisions of this Section 3.2, no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately the event that the Company issues, in one or more transactions, (i) Common Stock or convertible securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, in each case approved by the Board of Directors (provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such issuance employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements); (ii) Common Stock upon exercise of any stock purchase warrant or sale. For purposes of determining option (other than the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:options referred to

Adjustment of Exercise Price upon Issuance of Common Stock. (A) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2.2(C) hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and multiplied by then existing Exercise Price plus (yii) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, consideration received by the Company upon such issue or sale, sale by (2y) the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately after such issue or sale; provided . Notwithstanding the foregoing and in lieu thereof, in the event the Company issues additional shares pursuant to Section 2.2 of that certain Registration Rights Agreement of even date herewith among the Company, Sandxxx Xxxrxx Xxxxx, Xxc. and certain other persons named on Exhibit A thereto, then the Exercise Price shall be reduced to the price determined by dividing the then existing Exercise Price by one and one-half (1.5). (B) Notwithstanding the provisions of this Section 3.2, no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately the event that the Company issues, in one or more transactions, (i) Common Stock or convertible securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, in each case approved by the Board of Directors (provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such issuance employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements); (ii) Common Stock upon exercise of any stock purchase warrant or sale. For purposes of determining option (other than the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:options referred to

Adjustment of Exercise Price upon Issuance of Common Stock. If the Company at any time prior and from time to the one year anniversary of the Reset Date, the Company time while this Warrant is outstanding and unexpired issues or sells, or in accordance with paragraph 2F(i) is deemed to have issued or sold, any shares share of Common Stock, other than any share of Common Stock issued or issuable (other than 1) pursuant to Options or Convertible Securities outstanding as of the Underlying Shares Date of Issuance or shares (2) to employees of Common Stock deemed the Company pursuant to have been issued an incentive plan authorized by the Company in connection with an Approved Stock Plan (as defined below) or shares board of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) directors of the Purchase Agreement) Company, for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or saletime, then immediately after upon such issue or sale, sale the Exercise Price then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued quotient determined by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of dividing (x) the sum of (1) the product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately prior to such issue or sale, and plus (II2) the consideration, if any, received by the Company upon such issue or sale, by (2) the product of (I) the Market Price and (IIy) the number of shares of Common Stock Deemed Outstanding (as defined below) outstanding immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such issuance or sale. . (i) For purposes of determining the adjusted Exercise Price under this Section 6(h)(i)paragraph 2F, the following shall be applicable: (a) Issuance of Rights or Options. If the Company in any manner grants or sells any Options, then the share or shares of Common Stock issuable upon exercise of such Option shall be deemed to have been issued and sold by the Company at such time for the lowest price per share for which any one share of Common Stock is issuable with respect to such Option. For purposes of this paragraph, the “lowest price per share for which any one share of Common Stock is issuable” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Security upon the exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Security.

Adjustment of Exercise Price upon Issuance of Common Stock. If at any time prior to and whenever on or after the one year anniversary date of the Reset Dateissuance of this Warrant, the Company issues or sells, or in accordance with this Section 8(a) is deemed to have issued or sold, any shares of Common Stock (other than including the Underlying Shares issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding but excluding (A) shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan Plan, (as defined belowB) or shares of Common Stock issuable issued upon conversion of the Notes or exercise of the Warrants, (C) shares of Common Stock issued upon the conversion or exercise of any options or warrants issued other than under an Approved Stock Plan outstanding on as of the date hereof and listed provided the terms of such securities are not amended after the date hereof, or (D) up to 1,250,000 shares of Common Stock issued at a purchase price of not less than $4.00 per share in Schedule 2.1(cconnection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital) of the Purchase Agreementwith any entity whose primary business is not investing or advising other entities) for a consideration per share less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issuance or saletime, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received by the Company upon such issue or sale, . "Approved Stock Plan" means any employee benefit plan which has been approved by (2) the product Board of (I) the Market Price and (II) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase Directors of the Exercise Price in effect immediately prior Company, pursuant to such issuance which the Company's securities may be issued to any employee, officer or saledirector for services provided to the Company. For purposes of determining the adjusted Exercise Price under this Section 6(h)(i8(a), the following shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. (a) (i) If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on and whenever after the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) Company shall issue or sell any Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or salePrice, then immediately after then, forthwith upon such issue or sale, the Exercise Price then in effect shall be reduced (but not increased, except as otherwise specifically provided in Section 3.2 hereof), to the price (calculated to the nearest one-ten thousandth of a cent) determined by dividing (x) an amount equal to the consideration per share sum of Common Stock (i) the aggregate number of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect Outstanding immediately prior to such issue or sale and multiplied by the consideration received by the Company upon such issuance or sale on a per share basis plus (yii) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, consideration received by the Company upon such issue or sale, sale by (2y) the product of (I) the Market Price and (II) the aggregate number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that . (ii) Notwithstanding the provisions of this Section 3.2, no adjustment shall be made if in the Exercise Price in the event that the Company issues, in one or more transactions, (A) Common Stock or Convertible Securities upon exercise of any options issued to officers, directors or employees of the Company pursuant to a stock option plan or an employment, severance or consulting agreement as now or hereafter in effect, in each case approved by the Board of Directors (provided that the aggregate number of shares of Common Stock which may be issuable, including options issued prior to the date hereof, under all such employee plans and agreements shall at no time exceed the number of such shares of Common Stock that are issuable under currently effective employee plans and agreements); (B) Common Stock upon exercise of the Warrants or any other Warrant issued pursuant to the terms of the Agreement or otherwise issued to the Holder; (C) Common Stock upon exercise of any stock purchase Warrant or option (other than the options referred to in clause "(A)" above) or other convertible security outstanding on the date hereof; (D) Common Stock upon conversion of the Note; or (E) Common Stock issued as consideration in acquisitions. In addition, for purposes of calculating any adjustment would result in an increase of the Exercise Price as provided in effect immediately this Section 3.2, all of the shares of Common Stock issuable pursuant to any of the foregoing shall be assumed to be Outstanding prior to the event causing such issuance or sale. adjustment to be made. (b) For purposes of determining the adjusted Exercise Price under this Section 6(h)(i)3.2, the following Sections 3.2(b)(i) to 3.2(b)(v) inclusive, shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement) for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the consideration per share of Common Stock of such issuance or sale. If at any time prior to the one year anniversary of the Reset Date, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement or shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a license or of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share which is (A) greater than the Exercise Price in effect immediately prior to such issuance or sale and (B) less than the average of the Per Share Market Values on the five consecutive Trading Days immediately preceding the date of such issuance or sale (the price in this clause (B) is herein referred to as "Market Price"), then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the sum of (I) the product of (A) the Market Price and (B) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received by the Company upon such issue or sale, by (2) the product of (I) the Market Price and (II) the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issue or sale; provided that no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such issuance or sale. For purposes of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable: