Common use of Deemed Issue of Additional Common Shares Clause in Contracts

Deemed Issue of Additional Common Shares. (1) If the Company at any time or from time to time after the Agreement Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted Issuances) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. (2) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price of such series of Preferred Shares as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (2) shall have the effect of increasing such Conversion Price to an amount which exceeds the lower of (i) the Conversion Price of any series of Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price of the any series of Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. (3) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted Issuances), the issuance of which did not result in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv) (either because the consideration per Additional Common Share (determined pursuant to Section 3.07(f)(v)) subject thereto was equal to or greater than the Conversion Price of any series of Preferred Shares then in effect, or because such Option or Convertible Security was issued before the Agreement Date), are revised after the Agreement Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(1)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), the Conversion Price of such series of Preferred Shares shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (5) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price of any series of Preferred Shares provided for in this Section 3.07(f)(iii) shall be effected at the time of such issuance or amendment based on such number of Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section 3.07(f)(iii)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iii) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1A) If In the event the Company shall at any time or from time to time after the Agreement Original Issue Date shall of the Series E Preferred Shares, issue any Options or Convertible Securities Common Share Equivalents (excluding Options or Convertible Securities Common Share Equivalents which are themselves Excepted IssuancesExempted Shares or which are issued pursuant to the Series E Share Purchase Agreement or the Additional Series E Share Purchase Agreement) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible SecuritiesCommon Share Equivalents, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options orexercise, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, Common Share Equivalents shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, and for a consideration equal to the consideration received by the Company upon the issuance of such Common Share Equivalents plus the minimum aggregate additional consideration payable to the Company on conversion, exchange or exercise thereof (without taking into account potential anti-dilution adjustments). (2B) If the terms of any Option or Convertible SecurityCommon Share Equivalents, the issuance of which resulted in an adjustment to the applicable Conversion Price of any series of for Preferred Shares pursuant to the terms of Section 3.07(f)(ivArticle 6A(iii)(4)(e)(v), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible SecurityCommon Share Equivalents) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security Common Share Equivalents or (B2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the applicable Conversion Price of any series of for Preferred Shares computed upon the original issue of such Option or Convertible Security Common Share Equivalents (or upon the occurrence of a record date with respect thereto) shall be readjusted to such applicable Conversion Price of such series of for Preferred Shares as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible SecurityCommon Share Equivalents. Notwithstanding the foregoing, no readjustment pursuant to this clause (2B) shall have the effect of increasing such the applicable Conversion Price for Preferred Shares to an amount which exceeds the lower of (i) the applicable Conversion Price of any series of for Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible SecurityCommon Share Equivalents, or (ii) the applicable Conversion Price of the any series of for Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible SecurityCommon Share Equivalents) between the original adjustment date and such readjustment date. (3C) If the terms of any Option or Convertible Security Common Share Equivalents (excluding Options or Convertible Securities Common Share Equivalents which are themselves Excepted IssuancesExempted Shares or which are issued pursuant to the Series E Share Purchase Agreement or the Additional Series E Share Purchase Agreement), the issuance of which did not result in an adjustment to the applicable Conversion Price of any series of for Preferred Shares pursuant to the terms of Section 3.07(f)(ivArticle 6A(iii)(4)(e)(v) (either because the consideration per Additional Common Share share (determined pursuant to Section 3.07(f)(vArticle 6A(iii)(4)(e)(v)(B)) of the Additional Common Shares subject thereto was equal to or greater than the applicable Conversion Price of any series of for Preferred Shares then in effect, or because such Option or Convertible Security Common Share Equivalent was issued before the Agreement DateOriginal Issue Date for the Series E Preferred Shares), are revised after the Agreement Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible SecurityCommon Share Equivalents) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security Common Share Equivalents or (B2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible SecurityCommon Share Equivalents, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(1Article 6A(iii)(4)(e)(vi)(A)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4D) Upon the expiration or termination of any unexercised Option or unexercised, unconverted or unexchanged Convertible Security Common Share Equivalents (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the applicable Conversion Price of any series of for Preferred Shares pursuant to the terms of Section 3.07(f)(ivArticle 6A(iii)(4)(e)(v), the applicable Conversion Price of such series of for Preferred Shares shall be readjusted to such Conversion Price for such Preferred Shares as would have been obtained had such Option or Convertible Security Common Share Equivalents (or portion thereof) never been issued. (5E) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible SecurityCommon Share Equivalents, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security Common Share Equivalents is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the applicable Conversion Price of any series of for Preferred Shares provided for in this Section 3.07(f)(iiiArticle 6A(iii)(4)(e)(vi) shall be effected at the time of such issuance or amendment based on such number of Shares shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2B) and (3C) of this Section 3.07(f)(iiiArticle 6A(iii)(4)(e)(vi)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible SecurityCommon Share Equivalent, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security Common Share Equivalent is issued or amended, any adjustment to the applicable Conversion Price of any series of for Preferred Shares that would result under the terms of this Section 3.07(f)(iiiArticle 6A(iii)(4)(e)(vi) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the applicable Conversion Price of such series of for Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1A) If In the event the Company shall at any time or from time to time after the Agreement Original Issue Date shall of the Series E Preferred Shares, issue any Options or Convertible Securities Common Share Equivalents (excluding Options or Convertible Securities Common Share Equivalents which are themselves Excepted IssuancesExempted Shares or which are issued pursuant to the Series E Share Purchase Agreement) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible SecuritiesCommon Share Equivalents, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options orexercise, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, Common Share Equivalents shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, and for a consideration equal to the consideration received by the Company upon the issuance of such Common Share Equivalents plus the minimum aggregate additional consideration payable to the Company on conversion, exchange or exercise thereof (without taking into account potential anti-dilution adjustments). (2B) If the terms of any Option or Convertible SecurityCommon Share Equivalents, the issuance of which resulted in an adjustment to the applicable Conversion Price of any series of for Preferred Shares pursuant to the terms of Section 3.07(f)(ivArticle 6A(iii)(4)(e)(v), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible SecurityCommon Share Equivalents) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security Common Share Equivalents or (B2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the applicable Conversion Price of any series of for Preferred Shares computed upon the original issue of such Option or Convertible Security Common Share Equivalents (or upon the occurrence of a record date with respect thereto) shall be readjusted to such applicable Conversion Price of such series of for Preferred Shares as would have been obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible SecurityCommon Share Equivalents. Notwithstanding the foregoing, no readjustment pursuant to this clause (2B) shall have the effect of increasing such the applicable Conversion Price for Preferred Shares to an amount which exceeds the lower of (i) the applicable Conversion Price of any series of for Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible SecurityCommon Share Equivalents, or (ii) the applicable Conversion Price of the any series of for Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible SecurityCommon Share Equivalents) between the original adjustment date and such readjustment date. (3C) If the terms of any Option or Convertible Security Common Share Equivalents (excluding Options or Convertible Securities Common Share Equivalents which are themselves Excepted IssuancesExempted Shares or which are issued pursuant to the Series E Share Purchase Agreement), the issuance of which did not result in an adjustment to the applicable Conversion Price of any series of for Preferred Shares pursuant to the terms of Section 3.07(f)(ivArticle 6A(iii)(4)(e)(v) (either because the consideration per Additional Common Share share (determined pursuant to Section 3.07(f)(vArticle 6A(iii)(4)(e)(v)(B)) of the Additional Common Shares subject thereto was equal to or greater than the applicable Conversion Price of any series of for Preferred Shares then in effect, or because such Option or Convertible Security Common Share Equivalent was issued before the Agreement DateOriginal Issue Date for the Series E Preferred Shares), are revised after the Agreement Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible SecurityCommon Share Equivalents) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security Common Share Equivalents or (B2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible SecurityCommon Share Equivalents, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(1Article 6A(iii)(4)(e)(vi)(A)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4D) Upon the expiration or termination of any unexercised Option or unexercised, unconverted or unexchanged Convertible Security Common Share Equivalents (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the applicable Conversion Price of any series of for Preferred Shares pursuant to the terms of Section 3.07(f)(ivArticle 6A(iii)(4)(e)(v), the applicable Conversion Price of such series of for Preferred Shares shall be readjusted to such Conversion Price for such Preferred Shares as would have been obtained had such Option or Convertible Security Common Share Equivalents (or portion thereof) never been issued. (5E) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible SecurityCommon Share Equivalents, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security Common Share Equivalents is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the applicable Conversion Price of any series of for Preferred Shares provided for in this Section 3.07(f)(iiiArticle 6A(iii)(4)(e)(vi) shall be effected at the time of such issuance or amendment based on such number of Shares shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2B) and (3C) of this Section 3.07(f)(iiiArticle 6A(iii)(4)(e)(vi)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible SecurityCommon Share Equivalent, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security Common Share Equivalent is issued or amended, any adjustment to the applicable Conversion Price of any series of for Preferred Shares that would result under the terms of this Section 3.07(f)(iiiArticle 6A(iii)(4)(e)(vi) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the applicable Conversion Price of such series of for Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1) If In the Company event the Corporation at any time or from time to time after the Agreement Date date hereof shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted Issuances) or shall fix a record date for the determination of holders of any class of securities then entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but thereto without regard to any provision provisions contained therein for a subsequent adjustment of such numberdesigned to protect against dilution) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares Shares, subject to the limitations of Section 7(a)(iii), issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. , provided that Additional Common Shares shall not be deemed to have been issued unless the consideration per share (2determined pursuant to Section 7(e) If the terms hereof) of any Option or Convertible Security, the issuance of which resulted in an adjustment to such Additional Common Shares would be less than the Conversion Price in effect on the date of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), are revised as a result of an amendment and immediately prior to such terms issue, or such record date, as the case may be, and provided further that in any other adjustment pursuant such case in which Additional Common Shares are deemed to be issued: (i) no further adjustments in the provisions Conversion Price shall be made upon the subsequent issue of Convertible Securities or Common Shares upon the exercise of such Option Options or conversion or exchange of such Convertible Securities; (ii) if such Options or Convertible Security (but excluding automatic adjustments to such Securities by their terms pursuant to anti-dilution provide, with the passage of time or similar provisions of such Option or Convertible Security) to provide otherwise, for either (A) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to the Company Corporation, or decrease or increase in the number of Common Shares issuable, upon such the exercise, conversion and/or exchange, then, effective upon or exchange thereof (including any such increase or decrease becoming effectiveunder or by reason of provisions designed to protect against dilution), the Conversion Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security thereof (or upon the occurrence of a record date with respect thereto) shall ), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be readjusted recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities (provided, however, that no such adjustment of the Conversion Price shall affect Common Shares previously issued upon conversion of the Series C Preferred); (iii) upon the expiration of any such series Options or any rights of Preferred Shares as would conversion or exchange under such Convertible Securities which shall not have obtained had such revised terms been in effect exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (1) in the case of issuance Convertible Securities or Options for Common Shares, the only Additional Common Shares issued were the Common Shares, if any, actually issued upon the exercise of such Option Options or the conversion or exchange of such Convertible Security. Notwithstanding Securities and the foregoingconsideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange (provided, however, that no such adjustment of the Conversion Price shall affect Common Shares previously issued upon conversion of the Series C Preferred), and (2) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Common Shares deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation (determined pursuant to Section 7(e)(ii)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised (provided, however, that no such adjustment of the Conversion Price shall affect Common Shares previously issued upon conversion of the Preferred Stock); (iv) no readjustment pursuant to this clause (2ii) or (iii) above shall have the effect of increasing such the applicable Conversion Price to an amount which exceeds the lower of (i) the such Conversion Price of any series of Preferred Shares in effect immediately prior to on the original adjustment made as a result of the issuance of such Option or Convertible Securitydate, or (ii) the such Conversion Price of the any series of Preferred Shares that would have resulted from any issuances issuance of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.; and (3v) If in the terms case of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted Issuances)expire by their terms not more than 90 days after the date of issue thereof, the issuance no adjustment of which did not result in an adjustment to the a Conversion Price shall be made until the expiration or exercise of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv) (either because the consideration per Additional Common Share (determined pursuant to Section 3.07(f)(v)) subject thereto was equal to or greater than the Conversion Price of any series of Preferred Shares then in effectall such Options, or because whereupon such Option or Convertible Security was issued before the Agreement Date), are revised after the Agreement Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase shall be made in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the same manner provided in Section 3.07(f)(iii)(1)clause (iii) shall be deemed to have been issued effective upon such increase or decrease becoming effectiveabove. (4) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), the Conversion Price of such series of Preferred Shares shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (5) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price of any series of Preferred Shares provided for in this Section 3.07(f)(iii) shall be effected at the time of such issuance or amendment based on such number of Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section 3.07(f)(iii)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iii) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1) If In the Company event the Corporation, at any time or from time to time after the Agreement Date Series B Original Issue Date, shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted Issuances) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Shares or Incentive Shares Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but thereto without regard to any provision provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.; provided, that in any such case in which Additional Common Shares are deemed to be issued: (2A) If the terms of any Option or Convertible Security, the issuance of which resulted no further adjustment in an adjustment to the Conversion Price shall be made upon the subsequent issue of any series Convertible Securities or shares of Preferred Shares pursuant to Common Stock upon the terms of Section 3.07(f)(iv), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions exercise of such Option Options or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution conversion or similar provisions exchange of such Option or Convertible Security) to provide for either (A) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or Securities; (B) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company Corporation, or in the number of shares of Common Stock issuable upon such the exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effectiveexchange thereof, the Conversion Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (C) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall be readjusted to such not have been exercised, the Conversion Price of such series of Preferred Shares as would have obtained had such revised terms been in effect computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (I) in the case of issuance Convertible Securities or Options for Common Stock, the only Additional Common Shares issued, if any, were shares of Common Stock actually issued upon the exercise of such Option Options or the conversion or exchange of such Convertible Security. Notwithstanding Securities and the foregoingconsideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange; and (II) in the case of Options for Convertible Securities, the only Convertible Securities issued, if any, were Convertible Securities actually issued upon the exercise of such Options, and the consideration received by the Corporation for the Additional Common Shares deemed to have been issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon the issue of the Convertible Securities with respect to which such Options were actually exercised; (D) no readjustment pursuant to this clause (2B) or (C) above shall have the effect of increasing such the Conversion Price to an amount which exceeds the lower of (iI) the Conversion Price of any series of Preferred Shares in effect immediately prior to on the original adjustment made as a result of the issuance of such Option or Convertible Securitydate, or (iiII) the Conversion Price of the any series of Preferred Shares that would have resulted from any issuances issuance of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.for which no adjustment was made; and (3E) If in the terms case of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted Issuances)expire by their terms not more than 60 days after the date of issue thereof, the issuance no adjustment of which did not result in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv) (either because the consideration per Additional Common Share (determined pursuant to Section 3.07(f)(v)) subject thereto was equal to or greater than the Conversion Price of any series of Preferred Shares then in effect, or because such Option or Convertible Security was issued before the Agreement Date), are revised after the Agreement Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(1)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4) Upon made until the expiration or termination exercise of any unexercised Option all such Options, unless the closing of an IPO or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), the Conversion Price of Liquidity Event occurs during such series of Preferred Shares shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issuedinterim period. (5) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price of any series of Preferred Shares provided for in this Section 3.07(f)(iii) shall be effected at the time of such issuance or amendment based on such number of Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section 3.07(f)(iii)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iii) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1i) If the Company at any time or from time to time after during the Agreement Date Adjustment Period shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted IssuancesExempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities), then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. (2ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Exercise Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(ivSubsection 12c), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Exercise Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Exercise Price of such series of Preferred Shares as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (2ii) shall have the effect of increasing such Conversion the Exercise Price to an amount which exceeds the lower of (i) the Conversion Exercise Price of any series of Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Exercise Price of the any series of Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. (3iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted IssuancesExempted Securities), the issuance of which did not result in an adjustment to the Conversion Exercise Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(ivSubsection 12c) (either because the consideration per Additional Common Share (determined pursuant to Section 3.07(f)(vSubsection 12d)) of the Additional Common Shares subject thereto was equal to or greater than the Conversion Exercise Price of any series of Preferred Shares then in effect, or because such Option or Convertible Security was issued before the Agreement Warrant Original Issue Date), are revised after the Agreement Warrant Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A1) any increase in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(1Subsection 12b)(i)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged un-exchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Exercise Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(ivSubsection 12c), the Conversion Exercise Price of such series of Preferred Shares shall be readjusted to such Conversion Exercise Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (5v) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Exercise Price of any series of Preferred Shares provided for in this Section 3.07(f)(iiiSubsection 12b) shall be effected at the time of such issuance or amendment based on such number of Common Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2ii) and (3iii) of this Section 3.07(f)(iiiSubsection 12b)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Exercise Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iiiSubsection 12b) at the time of such issuance or amendment shall instead be effected at the time such number of shares Common Shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Exercise Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1i) If the Company Hydrogenics at any time or from time to time after prior to the Agreement Expiration Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted IssuancesExempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities), then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. (2ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Exercise Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv4.4(c), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B2) any increase or decrease in the consideration payable to the Company Hydrogenics upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Exercise Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Exercise Price of such series of Preferred Shares as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (2ii) shall have the effect of increasing such Conversion the Exercise Price to an amount which exceeds the lower of (i) the Conversion Exercise Price of any series of Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Exercise Price of the any series of Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. (3iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted IssuancesExempted Securities), the issuance of which did not result in an adjustment to the Conversion Exercise Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv4.4(c) (either because the consideration per Additional Common Share (determined pursuant to Section 3.07(f)(v4.4(d)) of the Additional Common Shares subject thereto was equal to or greater than the Conversion Exercise Price of any series of Preferred Shares then in effect, or because such Option or Convertible Security was issued before the Agreement Warrant Original Issue Date), are revised after the Agreement Warrant Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A1) any increase in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B2) any decrease in the consideration payable to the Company Hydrogenics upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(14.4(b)(i)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged un-exchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Exercise Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv4.4(c), the Conversion Exercise Price of such series of Preferred Shares shall be readjusted to such Conversion Exercise Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (5v) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company Hydrogenics upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Exercise Price of any series of Preferred Shares provided for in this Section 3.07(f)(iii4.4(b) shall be effected at the time of such issuance or amendment based on such number of Common Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2ii) and (3iii) of this Section 3.07(f)(iii4.4(b)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company Hydrogenics upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Exercise Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iii4.4(b) at the time of such issuance or amendment shall instead be effected at the time such number of shares Common Shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Exercise Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1A) If the Company at any time or from time to time after the Agreement Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted IssuancesExempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. (2B) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Series A Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv15(c)(iii), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Series A Conversion Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Series A Conversion Price of such series of Preferred Shares as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (2B) shall have the effect of increasing such the Series A Conversion Price to an amount which exceeds the lower of (ix) the Series A Conversion Price of any series of Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or and (iiy) the Series A Conversion Price of the any series of Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. (3C) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted IssuancesExempted Securities), the issuance of which did not result in an adjustment to the Series A Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv15(c)(iii) (either because the consideration per Additional Common Share unit (determined pursuant to Section 3.07(f)(v15(c)(iv)) of the Additional Common Shares subject thereto was equal to or greater than the Series A Conversion Price of any series of Preferred Shares then in effect, or because such Option or Convertible Security was issued before the Agreement Series A Original Issue Date), are revised after the Agreement Series A Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A1) any increase in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Section 3.07(f)(iii)(115(c)(ii)(A)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (4D) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Series A Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv15(c)(iii), the Series A Conversion Price of such series of Preferred Shares shall be readjusted to such Series A Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (5E) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Series A Conversion Price of any series of Preferred Shares provided for in this Section 3.07(f)(iii15(c)(ii) shall be effected at the time of such issuance or amendment based on such number of Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2B) and (3C) of this Section 3.07(f)(iii15(c)(ii)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Series A Conversion Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iii15(c)(ii) at the time of such issuance or amendment shall instead be effected at the time such number of shares Shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Series A Conversion Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Common Shares. (1) If In the Company event the Corporation at any time or from time to time after the Agreement Date date hereof shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excepted Issuances) or shall fix a record date for the determination of holders of any class of securities then entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but thereto without regard to any provision provisions contained therein for a subsequent adjustment of such numberdesigned to protect against dilution) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares Shares, subject to the limitations of Section 7(a)(iii), issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. , provided that Additional Common Shares shall not be deemed to have been issued unless the consideration per share (2determined pursuant to Section 7(e) If the terms hereof) of any Option or Convertible Security, the issuance of which resulted in an adjustment to such Additional Common Shares would be less than the Conversion Price in effect on the date of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), are revised as a result of an amendment and immediately prior to such terms issue, or such record date, as the case may be, and provided further that in any other adjustment pursuant such case in which Additional Common Shares are deemed to be issued: (i) no further adjustments in the provisions Conversion Price shall be made upon the subsequent issue of Convertible Securities or Common Shares upon the exercise of such Option Options or conversion or exchange of such Convertible Securities; (ii) if such Options or Convertible Security (but excluding automatic adjustments to such Securities by their terms pursuant to anti-dilution provide, with the passage of time or similar provisions of such Option or Convertible Security) to provide otherwise, for either (A) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (B) any increase or decrease in the consideration payable to the Company Corporation, or decrease or increase in the number of Common Shares issuable, upon such the exercise, conversion and/or exchange, then, effective upon or exchange thereof (including any such increase or decrease becoming effectiveunder or by reason of provisions designed to protect against dilution), the Conversion Price of any series of Preferred Shares computed upon the original issue of such Option or Convertible Security thereof (or upon the occurrence of a record date with respect thereto) shall ), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be readjusted recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities (provided, however, that no such adjustment of the Conversion Price shall affect Common Shares previously issued upon conversion of the Series B Preferred); (iii) upon the expiration of any such series Options or any rights of Preferred Shares as would conversion or exchange under such Convertible Securities which shall not have obtained had such revised terms been in effect exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if: (1) in the case of issuance Convertible Securities or Options for Common Shares, the only Additional Common Shares issued were the Common Shares, if any, actually issued upon the exercise of such Option Options or the conversion or exchange of such Convertible Security. Notwithstanding Securities and the foregoingconsideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange (provided, however, that no such adjustment of the Conversion Price shall affect Common Shares previously issued upon conversion of the Series B Preferred), and (2) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Common Shares deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation (determined pursuant to Section 7(e)(ii)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised (provided, however, that no such adjustment of the Conversion Price shall affect Common Shares previously issued upon conversion of the Preferred Stock); (iv) no readjustment pursuant to this clause (2ii) or (iii) above shall have the effect of increasing such the applicable Conversion Price to an amount which exceeds the lower of (i) the such Conversion Price of any series of Preferred Shares in effect immediately prior to on the original adjustment made as a result of the issuance of such Option or Convertible Securitydate, or (ii) the such Conversion Price of the any series of Preferred Shares that would have resulted from any issuances issuance of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.; and (3v) If in the terms case of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excepted Issuances)expire by their terms not more than 90 days after the date of issue thereof, the issuance no adjustment of which did not result in an adjustment to the a Conversion Price shall be made until the expiration or exercise of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv) (either because the consideration per Additional Common Share (determined pursuant to Section 3.07(f)(v)) subject thereto was equal to or greater than the Conversion Price of any series of Preferred Shares then in effectall such Options, or because whereupon such Option or Convertible Security was issued before the Agreement Date), are revised after the Agreement Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (A) any increase shall be made in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (B) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the same manner provided in Section 3.07(f)(iii)(1)clause (iii) shall be deemed to have been issued effective upon such increase or decrease becoming effectiveabove. (4) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price of any series of Preferred Shares pursuant to the terms of Section 3.07(f)(iv), the Conversion Price of such series of Preferred Shares shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (5) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price of any series of Preferred Shares provided for in this Section 3.07(f)(iii) shall be effected at the time of such issuance or amendment based on such number of Shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section 3.07(f)(iii)). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price of any series of Preferred Shares that would result under the terms of this Section 3.07(f)(iii) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price of such series of Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.