Common use of Adjustments to the Aggregate Number and the Exercise Price Clause in Contracts

Adjustments to the Aggregate Number and the Exercise Price. The Exercise Price shall be subject to adjustment from time to time as provided in this Section 5 (without duplication, but in each case after taking into consideration any prior adjustments pursuant to this Section 5) upon the occurrence of any of the following events: (i) The issuance of Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision, combination, split, reverse split, or reclassification of the issued and outstanding shares of Common Stock into a greater or smaller number of shares of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: X0 X0 = E0 x --------------- N1 where: E1 = the Exercise Price in effect immediately after (i) in the case of a dividend or distribution, the start of business on the first date on which the Common Stock can be traded without the right to receive such dividend or distribution (the “Ex-Date”) or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, or reclassification; E0 = the Exercise Price in effect immediately prior to (i) the start of business on the Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, or reclassification; N0 = the number of issued and outstanding shares of Common Stock (including any shares issuable on exercise or conversion of outstanding options, warrants, and convertible securities, but excluding any shares held by the Company or any of its Subsidiaries) (together, “Common Stock Deemed Outstanding”) immediately prior to (i) the start of business on the record date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, or reclassification; and N1 = the number of shares of Common Stock equal to (i) in the case of a dividend or distribution, the sum of the Common Stock Deemed Outstanding immediately prior to the start of business on the record date for such dividend or distribution plus the total number of shares of Common Stock issued pursuant to such dividend or distribution or (ii) in the case of a subdivision, combination, split, reverse split, or reclassification, the shares of Common Stock Deemed Outstanding immediately after such subdivision, combination, split, reverse split, or reclassification. Such adjustment shall become effective immediately after (i) the start of business on the Ex-Date, in the case of a dividend or distribution, or (ii) the consummation of the transaction, in the case of a subdivision, combination, split, reverse split, or reclassification. If any dividend or distribution or subdivision, combination, split, reverse split, or reclassification of the type described in this Section 5(a) is declared or announced, but not so paid or made, the Exercise Prices shall again be adjusted to the applicable Exercise Prices that would then be in effect if such dividend or distribution or subdivision, combination, split, reverse split, or reclassification had not been declared or announced, as the case may be. (ii) The issuance as a dividend or distribution to all holders of Common Stock of evidences of indebtedness, securities (including convertible securities) of the Company or any other Person (other than Common Stock), cash, or other property (excluding any dividend or distribution covered by clause (i) above), in which event the Exercise Price will be adjusted based on the following formula: P-FMV E1 = E0 x --------------- P where: E1 = the Exercise Price in effect immediately after the start of business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the start of business on the Ex-Date for such dividend or distribution; P = the Fair Market Value Per Share as of immediately prior to the start of business on the Trading Day preceding the Ex-Date for such dividend or distribution; FMV = the Fair Value of the portion of such dividend or distribution applicable to one share of Common Stock as of such Ex-Date. Such decrease shall become effective immediately after the start of business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced, but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or distribution had not been declared or announced. (iii) If the Company or any subsidiary thereof makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of the cash and Fair Value of any other consideration included in the payment per share of Common Stock exceeds the Fair Market Value Per Share as of the Trading Day immediately after the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (the “TO Expiration Date”), then the Exercise Price will be adjusted based on the following formula: (N0 x P) E1 = E0 x ----------------- (P x N1) + A where: E0 = the Exercise Price in effect immediately before the time such tender or exchange offer expires (the “Expiration Time”); E1 = the Exercise Price in effect immediately after the Expiration Time; N0 = the number of shares of Common Stock Deemed Outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); N1 = the number of shares of Common Stock Deemed Outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); A= the aggregate cash and Fair Value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of any other consideration payable for the shares of Common Stock purchased or exchanged in such tender offer or exchange offer; and P = the average of the Fair Market Value Per Share over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the TO Expiration Date. The Exercise Price will in no event be adjusted upward pursuant to this clause (iii). An adjustment, if any, to the Exercise Price pursuant to this clause (iii) shall become effective immediately after the close of business on the TO Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (iii) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this clause (iii). (iv) If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of this Section 5(a), only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value relative to the rights and interests of the Holder. (v) Notwithstanding this Section 5(a) or any other provision of this Warrant, if an Exercise Price adjustment becomes effective on any Ex-Date, and a Warrant has been exercised on or after such Ex-Date and on or prior to the related record date resulting in the Person issued Common Stock being treated as the record holder of such Common Stock on or prior to the record date, then, notwithstanding the Exercise Price adjustment provisions in this Section 5(a), the Exercise Price adjustment relating to such Ex-Date will not be made. Instead, such Person will be treated as if it were the record owner of such Common Stock on an un-adjusted basis and participate in the related dividend, distribution, or other event giving rise to such adjustment.

Adjustments to the Aggregate Number and the Exercise Price. (a) The Exercise Price shall be subject to adjustment from time to time as provided in this Section 5 (without duplication, but in each case after taking into consideration any prior adjustments pursuant to this Section 5) upon the occurrence of any of the following events: (i) The issuance of Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision, combination, split, reverse split, split or reclassification of the issued and outstanding shares of Common Stock into a greater or smaller number of shares of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: X0 X0 = E0 x --------------- N1 where: E1 = the Exercise Price in effect immediately after (i) in the case of a dividend or distribution, the start of business on the first date on which the Common Stock can be traded without the right to receive such dividend or distribution (the “Ex-Date”) ), or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, split or reclassification; E0 = the Exercise Price in effect immediately prior to (i) the start of business on the Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, split or reclassification; N0 = the number of issued and outstanding shares of Common Stock (including any shares issuable on exercise or conversion of outstanding options, warrants, warrants and convertible securities, but excluding any shares held by the Company or any of its Subsidiariessubsidiaries) (together, “Common Stock Deemed Outstanding”) immediately prior to (i) the start of business on the record date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, split or reclassification; and N1 = the number of shares of Common Stock equal to (i) in the case of a dividend or distribution, the sum of the Common Stock Deemed Outstanding immediately prior to the start of business on the record date for such dividend or distribution plus the total number of shares of Common Stock issued pursuant to such dividend or distribution distribution, or (ii) in the case of a subdivision, combination, split, reverse split, split or reclassification, the shares of Common Stock Deemed Outstanding immediately after such subdivision, combination, split, reverse split, split or reclassification. Such adjustment shall become effective immediately after (i) the start of business on the Ex-Date, Date in the case of a dividend or distribution, distribution or (ii) the consummation of the transaction, transaction in the case of a subdivision, combination, split, reverse split, split or reclassification. If any dividend or distribution or subdivision, combination, split, reverse split, split or reclassification of the type described in this Section 5(a) is declared or announced, announced but not so paid or made, the Exercise Prices shall again be adjusted to the applicable Exercise Prices that would then be in effect if such dividend or distribution or subdivision, combination, split, reverse split, split or reclassification had not been declared or announced, as the case may be. (ii) The issuance as a dividend or distribution to all holders of Common Stock of evidences of indebtedness, securities (including convertible securities) of the Company or any other Person (other than Common Stock), cash, cash or other property (excluding any dividend or distribution covered by clause (i) above), in which event the Exercise Price will be adjusted based on the following formula: P-FMV E1 = E0 x --------------- P where: E1 = the Exercise Price in effect immediately after the start of business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the start of business on the Ex-Date for such dividend or distribution; P = the Fair Market Value Per Share as of immediately prior to the start of business on the Trading second Business Day preceding the Ex-Date for such dividend or distribution; FMV = the Fair Value of the portion of such dividend or distribution applicable to one share of Common Stock as of the start of business on the date of such Ex-Datedividend or distribution. Such decrease shall become effective immediately after the start of business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced, announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or distribution had not been declared or announced. (iii) If the Company or any subsidiary thereof makes a The payment in respect of a any tender offer or exchange offer by the Company for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act)Stock, and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of where the cash and Fair Value of any other consideration included in the payment per share of Common Stock exceeds the Fair Market Value Per Share as of the Trading start of business on the second Business Day immediately after preceding the last expiration date on which tenders or exchanges may be made pursuant to such of the tender or exchange offer (as it may be amended) (the “TO Offer Expiration Date”), then in which event the Exercise Price will be adjusted based on the following formula: (N0 x P) – A E1 = E0 x ----------------- (P x N1) + A where: E0 = the Exercise Price in effect immediately before the time such tender or exchange offer expires (the “Expiration Time”); E1 = the Exercise Price in effect immediately after the Expiration Time; N0 = the number of shares of Common Stock Deemed Outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); N1 = the number of shares of Common Stock Deemed Outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); A= the aggregate cash and Fair Value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of any other consideration payable for the shares of Common Stock purchased or exchanged in such tender offer or exchange offer; and P = the average of the Fair Market Value Per Share over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the TO Expiration Date. The Exercise Price will in no event be adjusted upward pursuant to this clause (iii). An adjustment, if any, to the Exercise Price pursuant to this clause (iii) shall become effective immediately after the close start of business on the TO Offer Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then ; E0 = the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (iii) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this clause (iii). (iv) If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of this Section 5(a), only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value relative to the rights and interests of the Holder. (v) Notwithstanding this Section 5(a) or any other provision of this Warrant, if an Exercise Price adjustment becomes effective on any Ex-Date, and a Warrant has been exercised on or after such Ex-Date and on or immediately prior to the related record date resulting in start of business on the Person issued Common Stock being treated as the record holder of such Common Stock on or prior to the record date, then, notwithstanding the Exercise Price adjustment provisions in this Section 5(a), the Exercise Price adjustment relating to such Ex-Date will not be made. Instead, such Person will be treated as if it were the record owner of such Common Stock on an un-adjusted basis and participate in the related dividend, distribution, or other event giving rise to such adjustment.Offer Expiration Date;

Adjustments to the Aggregate Number and the Exercise Price. (a) The Exercise Price shall be subject to adjustment from time to time as provided in this Section 5 (without duplication, but in each case after taking into consideration any prior adjustments pursuant to this Section 5) upon the occurrence of any of the following events: (i) The issuance of Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision, combination, split, reverse split, split or reclassification of the issued and outstanding shares of Common Stock into a greater or smaller number of shares of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: X0 X0 E1 = E0 x --------------- N1 X0 X0 where: E1 = the Exercise Price in effect immediately after (i) in the case of a dividend or distribution, the start of business on the first date on which the Common Stock can be traded without the right to receive such dividend or distribution (the “Ex-Date”) ), or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, split or reclassification; E0 = the Exercise Price in effect immediately prior to (i) the start of business on the Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, split or reclassification; N0 = the number of issued and outstanding shares of Common Stock (including any shares issuable on exercise or conversion of outstanding options, warrants, warrants and convertible securities, but excluding any shares held by the Company or any of its Subsidiariessubsidiaries) (together, “Common Stock Deemed Outstanding”) immediately prior to (i) the start of business on the record date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split, split or reclassification; and 4 N1 = the number of shares of Common Stock equal to (i) in the case of a dividend or distribution, the sum of the Common Stock Deemed Outstanding immediately prior to the start of business on the record date for such dividend or distribution plus the total number of shares of Common Stock issued pursuant to such dividend or distribution distribution, or (ii) in the case of a subdivision, combination, split, reverse split, split or reclassification, the shares of Common Stock Deemed Outstanding immediately after such subdivision, combination, split, reverse split, split or reclassification. Such adjustment shall become effective immediately after (i) the start of business on the Ex-Date, Date in the case of a dividend or distribution, distribution or (ii) the consummation of the transaction, transaction in the case of a subdivision, combination, split, reverse split, split or reclassification. If any dividend or distribution or subdivision, combination, split, reverse split, split or reclassification of the type described in this Section 5(a) is declared or announced, announced but not so paid or made, the Exercise Prices shall again be adjusted to the applicable Exercise Prices that would then be in effect if such dividend or distribution or subdivision, combination, split, reverse split, split or reclassification had not been declared or announced, as the case may be. (ii) The issuance as a dividend or distribution to all holders of Common Stock of evidences of indebtedness, securities (including convertible securities) of the Company or any other Person (other than Common Stock), cash, cash or other property (excluding any dividend or distribution covered by clause (i) above), in which event the Exercise Price will be adjusted based on the following formula: P-FMV E1 = E0 x --------------- P P-FMV where: E1 = the Exercise Price in effect immediately after the start of business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the start of business on the Ex-Date for such dividend or distribution; P = the Fair Market Value Per Share as of immediately prior to the start of business on the Trading second Business Day preceding the Ex-Date for such dividend or distribution; FMV = the Fair Value of the portion of such dividend or distribution applicable to one share of Common Stock as of the start of business on the date of such Ex-Datedividend or distribution. Such decrease shall become effective immediately after the start of business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced, announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or distribution had not been declared or announced. (iii) If the Company or any subsidiary thereof makes a The payment in respect of a any tender offer or exchange offer by the Company for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act)Stock, and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of where the cash and Fair Value of any other consideration included in the payment per share of Common Stock exceeds the Fair Market Value Per Share as of the Trading start of business on the second Business Day immediately after preceding the last expiration date on which tenders or exchanges may be made pursuant to such of the tender or exchange offer (as it may be amended) (the “TO Offer Expiration Date”), then in which event the Exercise Price will be adjusted based on the following formula: E1 = E0 x (N0 x P) E1 = E0 x ----------------- - A (P x N1) + A where: E0 = the Exercise Price in effect immediately before the time such tender or exchange offer expires (the “Expiration Time”); E1 = the Exercise Price in effect immediately after the start of business on the Offer Expiration TimeDate; E0 = the Exercise Price in effect immediately prior to the start of business on the Offer Expiration Date; N0 = the number of shares of Common Stock Deemed Outstanding immediately before prior to the Expiration Time expiration of the tender or exchange offer (including all shares of Common Stock accepted for prior to giving effect to the purchase or exchange in such tender or exchange offerof Common Stock); N1 = the number of shares of Common Stock Deemed Outstanding immediately after the Expiration Time expiration of the tender or exchange offer (excluding all shares of Common Stock accepted for prior to giving effect to the purchase or exchange in such tender or exchange offerof Common Stock); A= the aggregate cash and Fair Value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of any other consideration payable for the shares of Common Stock purchased or exchanged in such tender offer or exchange offer; and P = the average of the Fair Market Value Per Share over as of the ten (10) consecutive Trading start of business on the second Business Day period (preceding the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the TO Expiration Date. The Exercise Price will in no event be adjusted upward pursuant to this clause (iii). An adjustment, if any, to the Exercise Price pursuant to this clause (iii) shall become effective immediately after the close of business on the TO Offer Expiration Date. In the event that the Company or a Subsidiary subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (iii) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this clause (iii). (iv) If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of this Section 5(a), only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value relative to the rights and interests of the Holder. (v) Notwithstanding this Section 5(a) or any other provision of this Warrant, if an Exercise Price adjustment becomes effective on any Ex-Date, and a Warrant has been exercised on or after such Ex-Date and on or prior to the related record date resulting in the Person issued Common Stock being treated as the record holder of such Common Stock on or prior to the record date, then, notwithstanding the Exercise Price adjustment provisions in this Section 5(a), the Exercise Price adjustment relating to such Ex-Date will not be made. Instead, such Person will be treated as if it were the record owner of such Common Stock on an un-adjusted basis and participate in the related dividend, distribution, distribution or other event giving rise to such adjustment.