Common use of Deemed Issuances of Common Stock Clause in Contracts

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Date of Original Issuance) of Options or Convertible Securities, the following provisions shall apply for all purposes of this paragraph (c): (A) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) below), if any, received by the Company upon the issuance of such Options (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities or upon the exercise of Options therefor and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such Convertible Securities were issued or such Options were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities or related Options (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such Convertible Securities or the exercise of any related Options (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) below). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such Options or upon conversion of or in exchange for such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. (D) Upon the expiration of such Options, the termination of any such rights to convert or exchange or the expiration of any Options related to such Convertible Securities, the Exercise Price shall, to the extent in any way affected by or computed using such Options or Convertible Securities or Options related to such Convertible Securities, be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which remain in effect) actually issued upon the exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible Securities. (E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(A) and (c)(ii)(B) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(C) and (c)(ii)(D) above.

Deemed Issuances of Common Stock. In the case of the issuance of securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (whether before, on or after the Date of Original Issuance) of Options or Convertible Securities“Common Stock Equivalents”), the following provisions shall apply for all purposes of this paragraph (cSection 5(d)(i): (A1) The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to convertibility, exchangeability or exercisability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) below), if any, received by the Company upon the issuance of such Options (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the any Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities or upon the exercise of Options therefor Equivalents and subsequent conversion conversion, exchange or exchange exercise thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such Convertible Securities or securities and related Options Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company Corporation (without taking into account potential antidilution adjustments) upon the conversion conversion, exchange or exchange of such Convertible Securities or the exercise of any related Options Common Stock Equivalents (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 5(d)(i)(D)). (C2) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company Corporation upon conversion, exchange or exercise of such Options or upon conversion of or in exchange for such Convertible Securitiesany Common Stock Equivalents, including, but not limited to, other than a change resulting from the antidilution provisions thereof, the Exercise Conversion Price, to the extent in any way affected by or computed using such Options or Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the conversion, exchange or exercise of any such Options or the conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. (D3) Upon the termination or expiration of such Optionsthe convertibility, exchangeability or exercisability of any Common Stock Equivalents, the termination of any such rights to convert or exchange or the expiration of any Options related to such Convertible Securities, the Exercise Price shallConversion Price, to the extent in any way affected by or computed using such Options or Convertible Securities or Options related to such Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which Common Stock Equivalents that remain in effectconvertible, exchangeable or exercisable) actually issued upon the conversion, exchange or exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible SecuritiesCommon Stock Equivalents. (E4) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(ASection 5(d)(i)(E) and (c)(ii)(B) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs either Section 5(d)(i)(E)(2) or (c)(ii)(C) and (c)(ii)(D) above3).

Deemed Issuances of Common Stock. In the case of the issuance (whether beforeof options to purchase or rights to subscribe for Common Stock, on securities by their terms convertible into or after the Date of Original Issuance) of Options exchangeable for Common Stock or Convertible Securitiesoptions to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this paragraph (cSection 6(c): (A1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such Options options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) belowSection 6(c)(ii)), if any, received by the Company upon the issuance of such Options options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisabilityconvertibility or exchangeability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such Convertible Securities convertible or exchangeable securities or upon the exercise of Options therefor options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities securities and related options or related Options rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such Convertible Securities securities or the exercise of any related Options options or rights (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 6(c)(ii)). (C3) In the event of any change increase in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such Options options or rights or upon conversion of or in exchange for such Convertible Securitiesconvertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, Executive shall be recomputed granted further Additional Options in accordance with Section 6(c) to reflect such change, but no further adjustment Additional Options shall be made issued for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options options or rights or the conversion or exchange of such Convertible Securities. securities. The further Additional Options shall have the same exercise price, and a term expiring on the same date, as the Additional Options to which such further Additional Option relate (D) Upon the expiration of such Optionsi.e., the termination Additional Options granted in connection with the original issuance of any such rights to convert the options or exchange or the expiration of any Options related to such Convertible Securities, the Exercise Price shall, convertible securities which are subject to the extent increase in any way affected by or computed using such Options or Convertible Securities or Options related to such Convertible Securities, be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which remain in effect) actually issued upon the exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible Securitiesdeliverable securities). (E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(A) and (c)(ii)(B) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(C) and (c)(ii)(D) above.

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Date of Original IssuanceSeries F Purchase Date) of Options options to purchase or Convertible Securitiesrights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this paragraph (c):Article IV3.c.iv: (A1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisabilityexercisability including, including without limitationbut not limited to, the passage of time, but without taking into account potential antidilution adjustments) of such Options options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such Options options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) belowArticle IV3.c.iv(c)), if any, received by the Company Corporation upon the issuance of such Options options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisabilityconvertibility or exchangeability, including without limitationincluding, but not limited to, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities convertible or exchangeable securities or upon the exercise of Options therefor options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options options or rights were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such Convertible Securities securities and related options or related Options rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such Convertible Securities securities or the exercise of any related Options options or rights (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowArticle IV3.c.iv(c)). (C3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company Corporation upon exercise of such Options options or rights, upon conversion of or in exchange for such Convertible Securitiesconvertible or exchangeable securities or upon exercise of any options or rights related to such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise PriceConversion Price of the Preferred Stock, to the extent in any way affected by or computed using such Options options, rights or Convertible Securitiessecurities or options or rights related to such securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options options or rights or the conversion or exchange of such Convertible Securitiessecurities or upon exercise of any options or rights related to such convertible or exchangeable securities. (D4) Upon the expiration of any such Optionsoptions or rights, the termination of any such rights to convert or exchange or the expiration of any Options options or rights related to such Convertible Securitiesconvertible or exchangeable securities, the Exercise Conversion Price shallof the Preferred Stock, to the extent in any way affected by or computed using such Options options, rights or Convertible Securities securities or Options options or rights related to such Convertible Securitiessecurities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such Optionsoptions or rights, upon the conversion or exchange of such Convertible Securities securities or upon the exercise of the Options options or rights related to such Convertible Securitiessecurities. (E5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(AArticle IV3.c.iv(d)(1) and (c)(ii)(BArticle IV3.c.iv(d)(2) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(Ceither Article IV3.c.iv(d)(3) and (c)(ii)(D) aboveor Article IV3.c.iv(d)(4).

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Date of Original Issuanceapplicable Purchase Date) of Options options to purchase or Convertible Securitiesrights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this paragraph (cSection 9.1(e), except as otherwise provided in Section 9.1(a): (A1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such Options options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) belowSection 9.1(d)), if any, received by the Company upon the issuance of such Options options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B2) The aggregate maximum number of shares of Common Stock deliverable upon conversion exercise of or in exchange for (assuming the satisfaction of any conditions to exercisabilityconvertibility or exchangeability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such Convertible Securities convertible or exchangeable securities or upon the exercise of Options therefor options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion exercise or exchange thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities securities and related options or related Options rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion exercise or exchange of such Convertible Securities securities or the exercise of any related Options options or rights (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 9.1(d)). (C3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such Options options or rights or upon conversion exercise of or in exchange for such Convertible Securitiesconvertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise PricePrice of the Warrants, to the extent in any way affected by or computed using such Options options, rights or Convertible Securitiessecurities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options options or rights or the conversion exercise or exchange of such Convertible Securitiessecurities. (D4) Upon the expiration of any such Optionsoptions or rights, the termination of any such rights to convert or exchange or the expiration of any Options options or rights related to such Convertible Securitiesconvertible or exchangeable securities, the Exercise Price shallof the Warrants, to the extent in any way affected by or computed using such Options options, rights or Convertible Securities securities or Options options or rights related to such Convertible Securitiessecurities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such Optionsoptions or rights, upon the conversion exercise or exchange of such Convertible Securities securities or upon the exercise of the Options options or rights related to such Convertible Securitiessecurities. (E5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(ASections 9.1(e)(1) and (c)(ii)(B9.1(e)(2) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs either Section 9.1(e) (c)(ii)(C3) and (c)(ii)(D) aboveor 9.1(e)(4).

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Date of Original Issuancedate hereof) of Options securities or Convertible Securitiesrights, options or warrants convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (the “Common Stock Equivalents”), the following provisions shall apply for all purposes of this paragraph (c):Sections 8.5 and 8.6: (Aa) The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to convertibility, exchangeability or exercisability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustmentsadjustments with respect to events that have not then occurred) of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) below), if any, received by the Company upon the issuance of such Options (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the any Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities or upon the exercise of Options therefor Equivalents and subsequent conversion conversion, exchange or exchange exercise thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities or securities and related Options Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustmentsadjustments with respect to events that have not then occurred) upon the conversion conversion, exchange or exchange of such Convertible Securities or the exercise of any related Options Common Stock Equivalents (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 8.7). (Cb) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon conversion, exchange or exercise of such Options or upon conversion of or in exchange for such Convertible Securitiesany Common Stock Equivalents, including, but not limited to, other than a change resulting from the antidilution provisions thereof, the Exercise Pricenumber of shares issuable upon exercise of this Warrant, to the extent in any way affected by or computed using adjusted pursuant to Section 8.5 hereof as a result of the issuance of such Options or Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the conversion, exchange or exercise of any such Options or the conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. (Dc) Upon the termination or expiration of such Optionsthe convertibility, exchangeability or exercisability of any Common Stock Equivalents, the termination number of any such rights to convert or exchange or the expiration shares issuable upon exercise of any Options related to such Convertible Securities, the Exercise Price shallthis Warrant, to the extent in any way affected by or computed using adjusted pursuant to Section 8.4 hereof as a result of the issuance of such Options or Convertible Securities or Options related to such Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which Common Stock Equivalents that remain in effectconvertible, exchangeable or exercisable) actually issued upon the conversion, exchange or exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible Securities. (E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(A) and (c)(ii)(B) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(C) and (c)(ii)(D) aboveEquivalents.

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Date of Original Issuanceapplicable Purchase Date) of Options options to purchase or Convertible Securitiesrights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this paragraph (cSection 9.1, except as otherwise provided in Section 9.1(a): (A1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such Options options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) belowSection 9.1(d)), if any, received by the Company upon the issuance of such Options options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B2) The aggregate maximum number of shares of Common Stock deliverable upon conversion exercise of or in exchange for (assuming the satisfaction of any conditions to exercisabilityconvertibility or exchangeability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such Convertible Securities convertible or exchangeable securities or upon the exercise of Options therefor options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion exercise or exchange thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities securities and related options or related Options rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion exercise or exchange of such Convertible Securities securities or the exercise of any related Options options or rights (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 9.1(d)). (C3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such Options options or rights or upon conversion exercise of or in exchange for such Convertible Securitiesconvertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise PricePrice of the Warrants, to the extent in any way affected by or computed using such Options options, rights or Convertible Securitiessecurities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options options or rights or the conversion exercise or exchange of such Convertible Securitiessecurities. (D4) Upon the expiration of any such Optionsoptions or rights, the termination of any such rights to convert or exchange or the expiration of any Options options or rights related to such Convertible Securitiesconvertible or exchangeable securities, the Exercise Price shallof the Warrants, to the extent in any way affected by or computed using such Options options, rights or Convertible Securities securities or Options options or rights related to such Convertible Securitiessecurities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such Optionsoptions or rights, upon the conversion exercise or exchange of such Convertible Securities securities or upon the exercise of the Options options or rights related to such Convertible Securitiessecurities. (E5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(ASections 9.1(e)(1) and (c)(ii)(B9.1(e)(2) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs either Section 9.1(e) (c)(ii)(C3) and (c)(ii)(D) aboveor 9.1(e)(4).

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Date of Original Issuance) of Options or Convertible Securities, the following provisions shall apply for all purposes of this paragraph (cb): (A1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(ivb)(iv) below), if any, received by the Company upon the issuance of such Options (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities or upon the exercise of Options therefor and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such Convertible Securities were issued or such Options were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities or related Options (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such Convertible Securities or the exercise of any related Options (the consideration in each case to be determined in the manner provided in paragraph (c)(ivb)(iv) below). (C3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such Options or upon conversion of or in exchange for such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. (D4) Upon the expiration of such Options, the termination of any such rights to convert or exchange or the expiration of any Options related to such Convertible Securities, the Exercise Price shall, to the extent in any way affected by or computed using such Options or Convertible Securities or Options related to such Convertible Securities, be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which remain in effect) actually issued upon the exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible Securities. (E5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(Ab)(ii)(1) and (c)(ii)(Bb)(ii)(2) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(Cb)(ii)(3) and (c)(ii)(Db)(ii)(4) above.

Deemed Issuances of Common Stock. In the case of the issuance of securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (whether before, on or after the Date of Original Issuance) of Options or Convertible Securities“Common Stock Equivalents”), the following provisions shall apply for all purposes of this paragraph (c):Section 11: (Ai) The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to convertibility, exchangeability or exercisability, including including, without limitation, the passage of time, but without taking into account potential antidilution anti-dilution adjustments) of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) below), if any, received by the Company upon the issuance of such Options (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the any Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities or upon the exercise of Options therefor Equivalents and subsequent conversion conversion, exchange or exchange exercise thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Company Chapeau for any such Convertible Securities or securities and related Options Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company Chapeau (without taking into account potential antidilution anti-dilution adjustments) upon the conversion conversion, exchange or exchange of such Convertible Securities or the exercise of any related Options Common Stock Equivalents (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 11(c)). (Cii) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company Chapeau upon purchase, exchange or exercise of such Options or upon conversion of or in exchange for such Convertible Securitiesany Common Stock Equivalents, including, but not limited to, other than a change resulting from the antidilution anti-dilution provisions thereof, the Exercise relevant Purchase Price, to the extent in any way affected by or computed using such Options or Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the purchase, exchange or exercise of any such Options or the conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. (Diii) Upon the termination or expiration of such Optionsthe convertibility, exchangeability or exercisability of any Common Stock Equivalents, the termination of any such rights to convert or exchange or the expiration of any Options related to such Convertible Securities, the Exercise Price shallPurchase Price, to the extent in any way affected by or computed using such Options or Convertible Securities or Options related to such Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which Common Stock Equivalents that remain in effectconvertible, exchangeable or exercisable) actually issued upon the conversion, exchange or exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible Securities. (E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(A) and (c)(ii)(B) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(C) and (c)(ii)(D) aboveEquivalents.

Deemed Issuances of Common Stock. In the case of the issuance -------------------------------- (whether before, on or after the Date of Original Issuanceapplicable Purchase Date) of Options options to purchase or Convertible Securitiesrights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this paragraph (cSection 5.3(i): (A1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such Options options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) belowSection 5.3(i)(D)), if any, received by the Company upon the issuance of such Options options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisabilityconvertibility or exchangeability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such Convertible Securities convertible or exchangeable securities or upon the exercise of Options therefor options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities securities and related options or related Options rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such Convertible Securities securities or the exercise of any related Options options or rights (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) belowSection 5.3(i)(D)). (C3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such Options options or rights or upon conversion of or in exchange for such Convertible Securitiesconvertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Conversion Price, to the extent in any way affected by or computed using such Options options, rights or Convertible Securitiessecurities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options options or rights or the conversion or exchange of such Convertible Securitiessecurities. (D4) Upon the expiration of any such Optionsoptions or rights, the termination of any such rights to convert or exchange or the expiration of any Options options or rights related to such Convertible Securitiesconvertible or exchangeable securities, the Exercise Price shallConversion Price, to the extent in any way affected by or computed using such Options options, rights or Convertible Securities securities or Options options or rights related to such Convertible Securitiessecurities, shall be recomputed recomputed, but only to the extent the Company did not pay any consideration in connection with such expiration or termination, to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such Optionsoptions or rights, upon the conversion or exchange of such Convertible Securities securities or upon the exercise of the Options options or rights related to such Convertible Securitiessecurities. (E5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs (c)(ii)(ASections 5.3(i)(E)(1) and (c)(ii)(B5.3(i)(E)(2) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs (c)(ii)(Ceither Section 5.3(i)(E)(3) and (c)(ii)(D) aboveor 5.3(i)(E)(4).

Deemed Issuances of Common Stock. In the case of the issuance (whether before, on or after the Original Issuance Date of Original Issuance) securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Options or Convertible SecuritiesCommon Stock (the “Common Stock Equivalents”), the following provisions shall apply for all purposes of Section (f)(ix) and this paragraph Section (cf)(x): (A) The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to convertibility, exchangeability or exercisability, including including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in paragraph (c)(iv) below), if any, received by the Company upon the issuance of such Options (without taking into account potential antidilution adjustments) plus the minimum exercise price provided in such Options for the any Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) any such Convertible Securities or upon the exercise of Options therefor Equivalents and subsequent conversion conversion, exchange or exchange exercise thereof shall be deemed to have been issued at the time such Convertible Securities securities were issued or such Options Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities or related Options (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such Convertible Securities or the exercise of any related Options (the consideration in each case to be determined in the manner provided in paragraph (c)(iv) below)issued. (CB) In the event of any change in the number of shares of Common Stock deliverable upon conversion, exchange or in the consideration payable to the Company upon exercise of such Options or upon conversion of or in exchange for such Convertible Securities, any Common Stock Equivalents including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise PriceConversion Price for the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the conversion, exchange or any payment exercise of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. (DC) Upon the termination or expiration of such Optionsthe convertibility, exchangeability or exercisability of any Common Stock Equivalents, the termination of any such rights to convert or exchange or Conversion Price for the expiration of any Options related to such Convertible Securities, the Exercise Price shallSeries A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities or Options related to such Convertible SecuritiesCommon Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which Common Stock Equivalents that remain in effectconvertible, exchangeable or exercisable) actually issued upon the conversion, exchange or exercise of such Options, upon the conversion or exchange of such Convertible Securities or upon the exercise of the Options related to such Convertible SecuritiesCommon Stock Equivalents. (ED) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to paragraphs Section (c)(ii)(Af)(x)(A) and (c)(ii)(B) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in paragraphs either Section (c)(ii)(Cf)(x)(B) and or (c)(ii)(D) abovef)(x)(C).