Common use of Computation of Adjusted Exercise Price Clause in Contracts

Computation of Adjusted Exercise Price. If and whenever on or after the Subscription Date (i) the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive issuance"), then immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock equal to (x) the product of (i) the Common Stock deemed outstanding immediately following such adjustment and Dilutive Issuance and (ii) the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and Dilutive Issuance, divided by (y) the Common Stock deemed outstanding immediately prior to such adjustment and Dilutive Issuance. For the purposes of any computation to he made in accordance with this Section 2.7(a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. If and whenever on or In case the Company shall at any time after the Subscription Date (i) the Company issues date hereof and until this Warrant is fully exercised issue or sells, or in accordance with this Section 2 is deemed to have issued or sold, sell any shares of Common Stock (other than the issuances or sales referred to in Section 2.6 (f) hereof), including shares held in the Company’s treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof), for a consideration per share less than the Exercise Price on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock owned outstanding immediately prior to such issuance or held by or for sale plus, (Y) the account aggregate of the Companyamount of all consideration, but excluding if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock deemed outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to have been issued by the Company this computation to an amount in connection with any Excluded Securities) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to excess of the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (computation, except in the foregoing case of a "Dilutive issuance"), then immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment combination of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of outstanding shares of Common Stock equal to Stock, as provided by Section 2.6 (xc) the product of (i) the Common Stock deemed outstanding immediately following such adjustment and Dilutive Issuance and (ii) the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and Dilutive Issuance, divided by (y) the Common Stock deemed outstanding immediately prior to such adjustment and Dilutive Issuancehereof. For the purposes of any computation to he be made in accordance with this Section 2.7(a2.6(a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. If and whenever on or Except as hereinafter provided, in case the Company shall at any time after the Subscription Date (i) the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, date hereof issue any shares of Common Stock (including other than the issuance issuances or sale sales referred to in Section 8.7 hereof), as set forth in this Section 8, then forthwith upon such issuance, the Exercise Price shall (until another such issuance) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock owned or held outstanding immediately prior to the issuance of such shares, multiplied by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale issuance, and (b) the foregoing a "Dilutive issuance"), then immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment aggregate of the Exercise Price hereunderamount of all consideration, if any, received by the number of Warrant Shares shall be adjusted to Company upon such issuance, by (ii) the total number of shares of Common Stock equal to (x) the product of (i) the Common Stock deemed outstanding immediately following after such adjustment and Dilutive Issuance and (ii) issuance; provided, however, that in no event shall the number Exercise Price be adjusted pursuant to this computation to an amount in excess of Warrant Shares acquirable upon exercise of this Warrant the Exercise Price in effect immediately prior to such adjustment and Dilutive Issuancecomputation, divided except in the case of a combination of outstanding shares of Common Stock, as provided by (y) Section 8.3 hereof. For the Common Stock deemed outstanding immediately prior purposes of this Section 8 the term Exercise Price shall mean the Exercise Price per Share or per Warrant set forth in Section 6 hereof, as adjusted from time to such adjustment and Dilutive Issuancetime pursuant to the provisions of this Section 8. For the purposes of any computation to he be made in accordance with this Section 2.7(a)8.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. If and whenever on or Except as hereinafter --------------------------------------- provided, in case the Company shall at any time after the Subscription Date (i) the Company issues date hereof issue or sells, or in accordance with this Section 2 is deemed to have issued or sold, sell any shares of Common Stock (other than the grants, issuances or sales referred to in Section 7.7 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants, or upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the lower at the price (calculated to the nearest full cent), determined by dividing (i) an amount equal to the sum of (a) the number of shares of Common Stock owned outstanding immediately prior to such issuance or held sale multiplied by or for the account then existing Exercise Price, and (b) the aggregate amount of the Companyconsideration, but excluding if any, received by the Company upon such issuance or sale by (ii) the total number of shares of Common Stock deemed outstanding immediately after such issuance or sale. In no event shall the Exercise Price be adjusted pursuant to have been issued by the Company this computation to an amount in connection with any Excluded Securities) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to excess of the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (computation, except in the foregoing case of a "Dilutive issuance"), then immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment combination of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of outstanding shares of Common Stock equal to (x) the product of (i) the Common Stock deemed outstanding immediately following such adjustment and Dilutive Issuance and (ii) the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and Dilutive IssuanceStock, divided an provided by (y) the Common Stock deemed outstanding immediately prior to such adjustment and Dilutive IssuanceSection 7.3 hereof. For the purposes of any computation to he be made in accordance with this Section 2.7(a)7.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. If and whenever on or Except as hereinafter provided, in case the Company shall at any time after the Subscription Date (i) the Company issues date hereof issue or sells, or in accordance with this Section 2 is deemed to have issued or sold, sell any shares of Common Stock (Series A Preferred Stock, including the issuance or sale of shares of Common Stock owned or held by or for the account of in the Company's treasury, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities) for a consideration per share (the "New Issuance Price") less or greater than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed the issuance or sale of such shares or the Fair Market Value (as defined in Section 3.3 hereof) of a share of Series A Preferred Stock on the foregoing a "Dilutive issuance")last business day immediately preceding the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced or increased to the price (calculated to the nearest full cent) determined by dividing (i) an amount equal to the sum of (A) the number of shares of Series A Preferred Stock outstanding immediately after prior to such Dilutive Issuance issuance or sale multiplied by the Exercise Price then in effect effect, and (B) the aggregate amount of the consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Series A Preferred Stock outstanding immediately after such issuance or sale; and provided, however, that in no event shall the Exercise Price be reduced adjusted pursuant to the computations in this Section 6.2 to an amount equal to the New Issuance Price. Upon each such adjustment in excess of the Exercise Price hereunderin effect as of the date hereof, except in the number case of Warrant Shares shall be adjusted to the number a combination of outstanding shares of Common Stock equal to (x) the product of (i) the Common Stock deemed outstanding immediately following such adjustment and Dilutive Issuance and (ii) the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and Dilutive IssuanceSeries A Preferred Stock, divided as provided by (y) the Common Stock deemed outstanding immediately prior to such adjustment and Dilutive IssuanceSection 6.4 hereof. For the purposes of any computation to he be made in accordance with this Section 2.7(a)6.2, the following provisions shall be applicable: