Common use of Issuance of Additional Common Stock Clause in Contracts

Issuance of Additional Common Stock. In addition to all other adjustments to the number Warrant Shares set forth elsewhere in this Agreement, if the Company shall at any time or from time to time during the term of the Warrants issue or sell any shares of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities (i) to the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Discounted Issuance. (B) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Below Exercise Price Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased pursuant to the Warrant Certificate shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect immediately prior to such adjustments.

Issuance of Additional Common Stock. In addition to all other adjustments to (i) If the number Warrant Shares set forth elsewhere in this AgreementCorporation, if the Company shall at any time or from time to time during after the term date of this Warrant, shall issue, sell, grant, or shall fix a record date for the Warrants issue or sell determination of holders of any class of securities entitled to receive, shares of Common Stock at a price per share that is less than the Exercise Price on the date the Corporation fixes the offering price of such additional shares of Common Stock (a "Dilutive Issuance") then the Exercise Price shall be reduced as of such date, to a price equal to the lowest price per share received or to be deemed received by the Corporation in such Dilutive Issuance, (ii) if the Corporation, at any time or from time to have issued time after the date of this Warrant, shall issue, sell, grant, or shall fix a record date for the determination of holders of any class of securities entitled to receive, shares of Common Stock as provided herein), other than Excluded Securities (i) to the Company’s Affiliates for consideration at a price per share that is greater than $0.35 per share (subject to adjustment the Exercise Price but less than the Market Price on the same basis as date the Purchase Price)Corporation fixes the offering price of such additional shares of Common Stock (also, but below the Reference Price (a “Discounted "Dilutive Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”"), then the following adjustments Exercise Price shall occur: (A) In be adjusted as of such date by multiplying the event of then Exercise Price by a Discounted Issuancefraction, the Purchase Price in denominator of which is the number of outstanding shares of Common Stock after giving effect immediately to such additional shares and the numerator of which is the number of outstanding shares of Common Stock prior to such issuance or sale shall be reduced effective concurrently with plus such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior that would be purchasable at the Market Price per share on such date for the aggregate consideration to be received for the Discounted Issuance plus additional shares and (2iii) if the number Corporation, at any time or from time to time after the date of this Warrant shall issue or grant shares of Common Stock pursuant to the Plan (but not more than 1,700,000 shares in the aggregate) a price per share that is less than the Exercise Price on the date of issue or grant (also, a "Dilutive Issuance"), then the Exercise Price shall be adjusted as of such date by subtracting from the Exercise Price an amount equal to the product of (A) the excess of the Exercise Price over the consideration per share received for such additional shares times (B) a fraction, the numerator of which is the aggregate consideration received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect number of such additional shares and (y) the denominator of which shall be is the number of outstanding shares of Common Stock of the Company outstanding immediately after the Discounted Issuance. (B) In the event of a Below Exercise Price Issuance, the Purchase Price in giving effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Below Exercise Price Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuanceadditional shares. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased pursuant to the Warrant Certificate shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect immediately prior to such adjustments.

Issuance of Additional Common Stock. In addition to all other adjustments to (a) If, after the number Warrant Shares set forth elsewhere in this Agreementdate hereof, if the Company shall at any time or from time to time during the term of the Warrants issue or sell any shares sell (i) Additional Shares (defined below) without consideration or for a consideration per share less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities (i) to the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance issue or sale sale, or (ii) Common Stock Equivalents exercisable for Additional Shares with a minimum exercise or exchange price less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock, then, and in each such case, the Warrant Price shall be reduced effective reduced, concurrently with such issuance issue or sale sale, to an amount a price (calculated to the nearest .001 of a cent) determined by multiplying the Purchase such Warrant Price then in effect by a fraction, : (xi) the numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance such issue or sale plus (2B) the number of shares of Common Stock which that the aggregate consideration received by the Company upon such issuance or sale (or, in exchange the case of Common Stock Equivalents exercisable for Additional Shares, receivable by the Discounted Issuance Company upon exercise or exchange) would purchase at such Warrant Price or fair market value, as the Reference Price then in effect and case may be, and (yii) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale (or, in the Discounted Issuancecase of Common Stock Equivalents exercisable for Additional Shares, assuming exercise or exchange thereof). (Bb) For the purposes of this Section 2.5, the consideration for the issue or sale of Additional Shares shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, and (ii) insofar as it consists of property (including securities) other than cash, be computed at the fair value thereof at the time of such issue or sale. In the event of a Below Exercise Price Issuancedispute in good faith by the Investor as to the fair market value of the consideration consisting of property, at the option of the Investor, the Purchase Price in effect immediately prior Company shall engage a consulting firm or investment banking firm mutually agreed to by the Investor and the Company to prepare an independent appraisal of the fair market value of such issuance or sale property to be distributed. The expenses of such appraisal shall be reduced effective concurrently with such issuance or sale borne by the Company. (c) Notwithstanding anything contained herein to an amount determined by multiplying the Purchase Price then in effect by a fractioncontrary, (x) the numerator of which consideration for any Common Stock Equivalents shall be the sum total amount of (1) consideration received by the number Company for the issuance of shares such Common Stock Equivalents plus the minimum amount of consideration payable to the Company upon exercise, conversion or exchange of Common Stock outstanding immediately prior Equivalents (the "Net Consideration") determined as of the date of issuance of such Common Stock Equivalents. Any obligation, agreement, or understanding to issue Common Stock Equivalents at any time in the Below Exercise future shall be deemed to be an issuance at the time such obligation or agreement is made or arises. No adjustment of the Warrant Price Issuance plus (2) shall be made under this Section 2.5 upon the number issuance of any shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased are issued pursuant to the Warrant Certificate exercise, conversion or exchange of any Common Stock Equivalents if any adjustment shall previously have been made upon the issuance of any such Common Stock Equivalents. Should the Net Consideration for any such Common Stock Equivalents be increased proportionately or decreased from time to any reduction in Purchase time, then, upon the effectiveness of such change, the Warrant Price will be that which would have been obtained (i) had the adjustments made upon the issuance of such Common Stock Equivalents been made upon the basis of the actual Net Consideration (as so increased or decreased) of such Common Stock Equivalents, and (ii) had adjustments to such Warrant Price since the date of issuance of such Common Stock Equivalents been made to such Warrant Price as adjusted pursuant to (i) above. Any adjustment of the Warrant Price with respect to this paragraph 4.1(d) which relates to Common Stock Equivalents shall be disregarded if, as, and when all of such Common Stock Equivalents expire or are canceled without being exercised, so that after such adjustments the aggregate Purchase Warrant Price payable hereunder for the increased number of shares of Common Stock effective immediately upon cancellation or expiration shall be equal to the same as the aggregate Purchase Warrant Price in effect immediately prior at the time of the issuance of the expired or canceled Common Stock Equivalents, with such additional adjustments as would have been made to such adjustmentsWarrant Price had the expired or canceled Common Stock Equivalents not been issued.

Issuance of Additional Common Stock. In addition to all other adjustments to the number Warrant Shares set forth elsewhere in this Agreement, if the (a) If Company shall at issue, sell or otherwise distribute any time additional shares of Common Stock, other than (i) pursuant to a reorganization that is governed by Section 4.2 or from time (ii) pursuant to time during Company’s option plans granting to executives or employees options to purchase, in the term of the Warrants issue or sell any aggregate, 862,000,000 shares of Common Stock of the Company (which includes the Future Grant) provided that any recipient of options to be excepted hereunder shall also have executed a three-year employment agreement and be subject to a three-year post-employment noncompete agreement (the “Employee Options”) (any such sale or be deemed to have issued other distribution, including any shares event described in paragraphs (b) and (c) below, being herein called a “Stock Unit Distribution”), for a consideration per unit less than the Fair Market Value of Company per share of Common Stock as provided hereinon the date of such Stock Distribution (before giving effect to such Stock Unit Distribution), other than Excluded Securities then, effective upon such Stock Distribution, (i) to the Company’s Affiliates for consideration greater than $0.35 per share (number of Stock Units subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate purchase upon exercise of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale this Warrant shall be reduced effective concurrently with such issuance or sale increased to an amount a number determined by multiplying the Purchase Price then in effect number of Stock Units subject to purchase immediately before such Stock Unit Distribution by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Units outstanding immediately prior after giving effect to the Discounted Issuance plus (2) the number of shares of Common such Stock which the aggregate consideration received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect Unit Distribution and (y) the denominator of which shall be the sum of the number of Stock Units outstanding immediately before giving effect to such Stock Unit Distribution (both calculated on a Fully Diluted Basis) plus the number of Stock Units which the aggregate consideration received by Company with respect to such Stock Unit Distribution would purchase at the Fair Market Value of Company per unit of Stock Units on the date of such Stock Unit Distribution (before giving effect to such Stock Unit Distribution); and (ii) the Exercise Price of the Warrants shall be adjusted so that the aggregate exercise price of all the Warrants shall not exceed the aggregate exercise price on the date of the original issuance thereof. In computing adjustments under this paragraph, fractional interests in Stock Units shall be taken into account to the nearest one-thousandth of a Stock Unit. (b) If Company shall issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (other than Employee Options, such rights, warrants or options being herein called “Options” and such convertible or exchangeable securities being herein called “Convertible Securities”), whether or not such Options or the rights to convert or exchange any such Convertible Securities in respect of such Options are immediately exercisable, and the price per unit for which Stock Units are issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities in respect of such Options (determined by dividing (i) the aggregate amount, if any, received or receivable by Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to Company upon the exercise of all such Options, plus, in the case of Options to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of Stock Units issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Fair Market Value of Company per unit of Stock Units on the date of granting such Options (before giving effect to such grant), then, for purposes of paragraph (a) above, the total maximum number of Stock Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting of such Options and thereafter shall be deemed to be outstanding and Company shall be deemed to have received as consideration of such price per Stock Unit, determined as provided above, therefor. Except as otherwise provided in paragraph (d) below, no additional adjustment of the number of Stock Units issuable upon the exercise of the Warrants shall be made upon the actual exercise of such Options or upon conversion or exchange of such Convertible Securities. (c) If Company shall issue, sell or otherwise distribute (including by assumption) any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per unit for which shares of Common Stock are issuable upon such conversion or exchange (determined by dividing (i) the aggregate amount received or receivable by Company as consideration for the issuance, sale or distribution of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of the Company outstanding immediately after the Discounted Issuance. (Ball such Convertible Securities) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying less than the Purchase Price then in effect by a fraction, (x) the numerator Fair Market Value of which shall be the sum of (1) the number of Company per shares of Common Stock on the date of such issuance, sale or distribution (before giving effect to such issuance, sale or distribution), then, for purposes of paragraph (a) above, the total maximum number of Stock Units issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance, sale or distribution of such Convertible Securities and thereafter shall be deemed to be outstanding immediately prior and Company shall be deemed to the Below Exercise Price Issuance plus have received as consideration such price per Stock Unit, determined as provided above, therefor. Except as otherwise provided in paragraph (2d) below, no additional adjustment of the number of shares Stock Units issuable upon the exercise of Common the Warrants shall be made upon the actual conversion or exchange of such Convertible Securities. (d) If (i) the purchase price provided for in any Option referred to in paragraph (b) above or the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraphs (b) or (c) above or the rate at which any Convertible Securities referred to in paragraphs (b) or (c) above are convertible into or exchangeable for Stock Unit shall change at any time (other than under or by reason of provisions designed to protect against dilution upon an event which the aggregate consideration received by the Company results in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to a related adjustment pursuant to this Section 4.1Article IV), or (ii) and (y) the denominator any of which such Options or Convertible Securities shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance have terminated, lapsed or a Below Exercise Price Issuanceexpired, the number of shares Stock Units issuable upon the exercise of the Warrants then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant after such readjustment) to such number of Stock Units which would then be in effect had the adjustment made upon the issuance, sale, distribution or grant of such Options or Convertible Securities been made based upon such changed purchase price, additional consideration or conversion rate, as the case may be purchased pursuant (in the case of any event referred to in clause (i) of this paragraph (d)) or had such adjustment not been made (in the Warrant Certificate case of any event referred to in clause (ii) of this paragraph (d)). (e) If Company shall pay a dividend or make any other distribution upon any equity issued by the Company payable in Stock Units, Options or Convertible Securities, then, for purposes of paragraph (a) above, such Stock Unit, Options or Convertible Securities shall be increased proportionately deemed to have been issued or sold without consideration. (f) If any reduction in Purchase Price pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock Stock, Options or Convertible Securities shall be issued, sold or distributed for cash, the same consideration received therefor shall be deemed to be the amount received by Company therefor. If any shares of Common Stock, Options or Convertible Securities shall be issued sold or distributed for a consideration other than cash, the amount of the consideration other than cash received by Company shall be deemed to be the Fair Market Value of such consideration. If any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which Company is the surviving entity, the amount of consideration therefor shall be deemed to be the Fair Market Value of such portion of the assets and business of the non-surviving entity as shall be attributable to such Stock Unit, Options or Convertible Securities, as the aggregate Purchase Price case may be. If any Options shall be issued in effect immediately prior connection with the issuance and sale of other securities of Company, together comprising one integral transaction in which no specific consideration is allocated by Company to such adjustmentsOptions by the parties thereto, such Options shall be deemed to have been issued without consideration.

Issuance of Additional Common Stock. In addition to all other adjustments to (a) If, after the number Warrant Shares set forth elsewhere in this Agreementdate hereof, if the Company shall at any time or from time to time during the term of the Warrants issue or sell any shares to an affiliate of the Company (as defined in Rule 144(a)(I) of the Act). (i) Additional Shares (defined below) without consideration or for a consideration per share less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities (i) to the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance issue or sale sale, or (ii) Common Stock Equivalents exercisable for Additional Shares with a minimum exercise or exchange price less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock, then, and in each such case, the Warrant Price shall be reduced effective reduced, concurrently with such issuance issue or sale sale, to an amount a price (calculated to the nearest .001 of a cent) determined by multiplying the Purchase such Warrant Price then in effect by a fraction, : (xi) the numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance such issue or sale plus (2B) the number of shares of Common Stock which that the aggregate consideration received by the Company upon such issuance or sale (or, in exchange the case of Common Stock Equivalents exercisable for Additional Shares, receivable by the Discounted Issuance Company upon exercise or exchange) would purchase at such Warrant Price or fair market value, as the Reference Price then in effect and case may be, and (yii) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale (or, in the Discounted Issuancecase of Common Stock Equivalents exercisable for Additional Shares, assuming exercise or exchange thereof). (Bb) In For the event purposes of a Below Exercise Price Issuancethis Section 2.5, the Purchase Price in effect immediately prior to such issuance consideration for the issue or sale shall be reduced effective concurrently with of Additional Shares shall, irrespective of the accounting treatment of such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fractionconsideration, (xi) insofar as it consists of cash, be computed at the numerator net amount of which cash received by the Company, and (ii) insofar as it consists of property (including securities) other than cash, be computed at the fair value thereof at the time of such issue or sale. (c) Notwithstanding anything contained herein to the contrary, the consideration for any Common Stock Equivalents shall be the sum total amount of (1) consideration received by the number Company for the issuance of shares such Common Stock Equivalents plus the minimum amount of consideration payable to the Company upon exercise, conversion or exchange of Common Stock outstanding immediately prior Equivalents (the "Net Consideration") determined as of the date of issuance of such Common Stock Equivalents. Any obligation, agreement or understanding to issue Common Stock Equivalents at any time in the Below Exercise future shall be deemed to be an issuance at the time such obligation or agreement is made or arises. No adjustment of the Warrant Price Issuance plus (2) shall be made under this Section 2.5 upon the number issuance of any shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased are issued pursuant to the Warrant Certificate exercise, conversion or exchange of any Common Stock Equivalents if any adjustment shall previously have been made upon the issuance of any such Common Stock Equivalents. Should the Net Consideration for any such Common Stock Equivalents be increased proportionately or decreased from time to any reduction in Purchase time, then, upon the effectiveness of such change, the Warrant Price will be that which would have been obtained (i) had the adjustments made upon the issuance of such Common Stock Equivalents been made upon the basis of the actual Net Consideration (as so increased or decreased) of such Common Stock Equivalents, and (ii) had adjustments to such Warrant Price since the date of issuance of such Common Stock Equivalents been made to such Warrant Price as adjusted pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect immediately prior to such adjustments.(i)

Issuance of Additional Common Stock. In addition to all other adjustments to (a) If, after the number Warrant Shares set forth elsewhere in this Agreementdate hereof, if the Company shall at any time or from time to time during the term of the Warrants issue or sell any shares sell (i) Additional Shares (as defined below) without consideration or for a consideration per share that is less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities (i) to the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance issue or sale sale, or (ii) Common Stock Equivalents exercisable for Additional Shares with a minimum exercise or exchange price that is less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock in effect immediately prior to such issue or sale, then, and in each such case, the Warrant Price theretofore in effect shall be reduced effective reduced, concurrently with such issuance issue or sale sale, to an amount a price (calculated to the nearest. 001 of a cent) determined by multiplying the Purchase such Warrant Price then in effect by a fraction, : (xiii) the numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance such issue or sale (including any shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock and issuable upon exercise of outstanding options, warrants or other convertible securities) plus (2B) the number of shares of Common Stock which that the aggregate consideration received by the Company upon such issuance or sale (or, in exchange the case of Common Stock Equivalents exercisable for Additional Shares, receivable by the Discounted Issuance Company upon exercise or exchange) would purchase at the Reference Price then in effect and such Warrant Price, and (yiv) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale (assuming, in the Discounted Issuancecase of Common Stock Equivalents exercisable for Additional Shares, exercise or exchange of all such Common Stock Equivalents and including any shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock and issuable upon exercise of outstanding options, warrants or other convertible securities). (Bb) For the purposes of this Section 2.5, the consideration for the issue or sale of Additional Shares shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, and (ii) insofar as it consists of property (including securities) other than cash, be computed at the fair market value thereof at the time of such issue or sale as determined in good faith by the Company’s Board of Directors. In the event of a Below Exercise Price Issuancedispute by the holder as to the fair market value of any consideration consisting of property, the Purchase Price in effect immediately prior Company shall, at the option of the holder, engage a consulting firm or investment banking firm mutually agreed to by the holder and the Company to prepare an independent appraisal of the fair market value of such issuance or sale property to be distributed. The expenses of such appraisal shall be reduced effective concurrently with such issuance or sale borne by the holder. (c) Notwithstanding anything contained herein to an amount determined by multiplying the Purchase Price then in effect by a fractioncontrary, (x) the numerator of which consideration for any Common Stock Equivalents shall be deemed to be the sum total amount of (1) consideration received by the number Company for the issuance of shares such Common Stock Equivalents plus the minimum amount of consideration payable to the Company upon exercise, conversion or exchange of Common Stock outstanding immediately prior Equivalents (the “Net Consideration”), determined as of the date of issuance of such Common Stock Equivalents. Any obligation, agreement or understanding to issue Common Stock Equivalents at any time in the Below Exercise future shall be deemed to be an issuance at the time such obligation or agreement is made or arises. No adjustment of the Warrant Price Issuance plus (2) shall be made under this Section 2.5 upon the number issuance of any shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased are issued pursuant to the Warrant Certificate exercise, conversion or exchange of any Common Stock Equivalents if any adjustment shall previously have been made upon the issuance of any such Common Stock Equivalents. Should the Net Consideration for any such Common Stock Equivalents be increased proportionately or decreased from time to any reduction in Purchase time, then, upon the effectiveness of such change, the Warrant Price will be that which would have been obtained (i) had the adjustments made upon the issuance of such Common Stock Equivalents been made upon the basis of the actual Net Consideration (as so increased or decreased) of such Common Stock Equivalents, and (ii) had adjustments to such Warrant Price since the date of issuance of such Common Stock Equivalents been made to such Warrant Price as adjusted pursuant to (i) above. Any adjustment of the Warrant Price pursuant to this paragraph 4.1(d) which relates to Common Stock Equivalents shall be disregarded if, as, and when all of such Common Stock Equivalents expire or are canceled without being exercised, so that after such adjustments the aggregate Purchase Warrant Price payable hereunder for the increased number of shares of Common Stock effective immediately upon cancellation or expiration shall be equal to the same as the aggregate Purchase Warrant Price in effect immediately prior at the time of the issuance of the expired or canceled Common Stock Equivalents, with such additional adjustments as would have been made to such adjustmentsWarrant Price had the expired or canceled Common Stock Equivalents not been issued.

Issuance of Additional Common Stock. (a) In addition to all other adjustments to the number Warrant Shares set forth elsewhere in this Agreementevent that during the Current Financing Period, if the Company shall at any time or from time to time during the term of the Warrants issue or sell issues any shares of Common Stock (in addition to those being issued pursuant hereto) or securities of any type whatsoever which are, or may become, convertible into or exchangeable for Common Stock (other than the 750 additional shares of the Company's Series M Preferred Stock issued during the Current Financing Period), the Company agrees that it will provide notice of such issuance to the Investor and that: (i) any such shares or securities shall be deemed issued for a purchase price per Common Stock equivalent, equal to or greater than the price per share paid by the Investor under this Agreement; and (ii) to the extent that any such convertible or exchangeable securities are issued, each of the Investors shall have issued the right, exercisable within five days of receipt of the notice of such issuance from the Company, to exchange all, but not less than all, of the shares of Common Stock purchased by such Investor pursuant hereto for the number of such securities as may be obtained by dividing the aggregate purchase price paid by such Investor pursuant hereto by the price per security paid by the other purchasers thereof. (b) In the event that at any time during the one year period following the Closing the Company issues any shares of Common Stock as provided herein)(in addition to those being issued pursuant hereto) or securities of any type whatsoever which are, other than Excluded Securities or may become convertible into or exchangeable for Common Stock, the Company agrees that it will provide notice of such issuance to the Investor of such issuance and that (i) to the extent that such shares or securities (other than the 750 shares of the Company’s Affiliates for consideration greater 's Series M Preferred Stock issued during the Current Financing Period) are issued pursuant to agreements which contain terms that are more favorable to the purchasers of such shares than $0.35 per share (subject the terms hereof, the Investor shall be entitled to adjustment on the same basis benefit of such terms as if a party to such agreements and, to the Purchase Price)extent inconsistent, but below such terms shall be deemed to replace the Reference Price (terms hereof, provided that this provision shall not entitle the Investor to designate a “Discounted Issuance”) or member of the Board of Directors of the Company even if such right is granted to another purchaser of Common Stock; and (ii) to any Person (whether the extent that such shares or not an Affiliate securities are issued for a purchase price per Common Stock equivalent, less than the price per share paid by the Investors under this Agreement, the Investor shall have the right, exercisable within five days of receipt of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event notice of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall from the Company, to receive an additional number of Shares as may be reduced effective concurrently with such issuance or sale to an amount determined obtained by multiplying dividing the Purchase Price then in effect aggregate purchase price paid by a fraction, (x) the numerator of which shall be Investor pursuant hereto by the sum of (1) price per security paid by the other purchasers thereof less the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance plus (2) the number of shares of Common Stock which the aggregate consideration Shares received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Discounted Issuance. (B) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Below Exercise Price Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Agreement, subject to the requirements set forth in Section 4.14460 of the NASD Manual, provided that the foregoing will not apply to the following securities and transactions: (a) securities, including but not limited to warrants and options, issued to employees, directors, consultants, agents, pursuant to employment contracts or employee benefit programs or plans (including stock option and restricted stock plans) and other compensatory transactions not in connection with capital raising; (yb) the denominator of which shall be the number of shares of Common Stock securities issued in connection with a stock split, stock dividend or other similar recapitalization; (c) securities issued as a result of the exercise of conversion rights of existing and outstanding derivative securities, including but not limited to adjustments of such rights by reason of anti-dilution protections; and (d) securities issued in connection with a corporate reorganization, including a reorganization in which the Company outstanding immediately after the Below Exercise Price Issuancedoes not survive. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased pursuant to the Warrant Certificate shall be increased proportionately to any reduction in Purchase Price pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect immediately prior to such adjustments.

Issuance of Additional Common Stock. In addition to all other adjustments to the number Warrant Shares set forth elsewhere in this Agreement, if the (a) If Company shall at issue, sell or otherwise distribute any time additional shares of Common Stock, other than (i) pursuant to a reorganization that is governed by Section 4.2 or from time (ii) pursuant to time during the term of the Warrants issue or sell any employee option plans granting employees options to purchase not more than ___(___) shares of Common Stock (the “Employee Options”) (any such sale or be deemed to have issued other distribution, including any shares event described in paragraphs (b) and (c) below, being herein called a “Stock Unit Distribution”), for a consideration per unit less than the Fair Market Value of Company per share of Common Stock as provided hereinon the date of such Stock Distribution (before giving effect to such Stock Unit Distribution), other than Excluded Securities then, effective upon such Stock Distribution, (i) to the Company’s Affiliates for consideration greater than $0.35 per share (number of Stock Units subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate purchase upon exercise of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale this Warrant shall be reduced effective concurrently with such issuance or sale increased to an amount a number determined by multiplying the Purchase Price then in effect number of Stock Units subject to purchase immediately before such Stock Unit Distribution by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Units outstanding immediately prior after giving effect to the Discounted Issuance plus (2) the number of shares of Common such Stock which the aggregate consideration received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect Unit Distribution and (y) the denominator of which shall be the sum of the number of Stock Units outstanding immediately before giving effect to such Stock Unit Distribution (both calculated on a Fully Diluted Basis) plus the number of Stock Units which the aggregate consideration received by Company with respect to such Stock Unit Distribution would purchase at the Fair Market Value of Company per unit of Stock Units on the date of such Stock Unit Distribution (before giving effect to such Stock Unit Distribution); and (ii) the Exercise Price of the Warrants shall be adjusted so that the aggregate exercise price of all the Warrants shall not exceed the aggregate exercise price on the date of the original issuance thereof. In computing adjustments under this paragraph, fractional interests in Stock Units shall be taken into account to the nearest one-thousandth of a Stock Unit. (b) If Company shall issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (other than Employee Options, such rights, warrants or options being herein called “Options” and such convertible or exchangeable securities being herein called “Convertible Securities”), whether or not such Options or the rights to convert or exchange any such Convertible Securities in respect of such Options are immediately exercisable, and the price per unit for which Stock Units are issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities in respect of such Options (determined by dividing (i) the aggregate amount, if any, received or receivable by Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to Company upon the exercise of all such Options, plus, in the case of Options to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of Stock Units issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Fair Market Value of Company per unit of Stock Units on the date of granting such Options (before giving effect to such grant), then, for purposes of paragraph (a) above, the total maximum number of Stock Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting of such Options and thereafter shall be deemed to be outstanding and Company shall be deemed to have received as consideration of such price per Stock Unit, determined as provided above, therefor. Except as otherwise provided in paragraph (d) below, no additional adjustment of the number of Stock Units issuable upon the exercise of the Warrants shall be made upon the actual exercise of such Options or upon conversion or exchange of such Convertible Securities. (c) If Company shall issue, sell or otherwise distribute (including by assumption) any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per unit for which shares of Common Stock are issuable upon such conversion or exchange (determined by dividing (i) the aggregate amount received or receivable by Company as consideration for the issuance, sale or distribution of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of the Company outstanding immediately after the Discounted Issuance. (Ball such Convertible Securities) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying less than the Purchase Price then in effect by a fraction, (x) the numerator Fair Market Value of which shall be the sum of (1) the number of Company per shares of Common Stock on the date of such issuance, sale or distribution (before giving effect to such issuance, sale or distribution), then, for purposes of paragraph (a) above, the total maximum number of Stock Units issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance, sale or distribution of such Convertible Securities and thereafter shall be deemed to be outstanding immediately prior and Company shall be deemed to the Below Exercise Price Issuance plus have received as consideration such price per Stock Unit, determined as provided above, therefor. Except as otherwise provided in paragraph (2d) below, no additional adjustment of the number of shares Stock Units issuable upon the exercise of Common the Warrants shall be made upon the actual conversion or exchange of such Convertible Securities. (d) If (i) the purchase price provided for in any Option referred to in paragraph (b) above or the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in paragraphs (b) or (c) above or the rate at which any Convertible Securities referred to in paragraphs (b) or (c) above are convertible into or exchangeable for Stock Unit shall change at any time (other than under or by reason of provisions designed to protect against dilution upon an event which the aggregate consideration received by the Company results in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to a related adjustment pursuant to this Section 4.1Article IV), or (ii) and (y) the denominator any of which such Options or Convertible Securities shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance have terminated, lapsed or a Below Exercise Price Issuanceexpired, the number of shares Stock Units issuable upon the exercise of the Warrants then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant after such readjustment) to such number of Stock Units which would then be in effect had the adjustment made upon the issuance, sale, distribution or grant of such Options or Convertible Securities been made based upon such changed purchase price, additional consideration or conversion rate, as the case may be purchased pursuant (in the case of any event referred to in clause (i) of this paragraph (d)) or had such adjustment not been made (in the Warrant Certificate case of any event referred to in clause (ii) of this paragraph (d)). (e) If Company shall pay a dividend or make any other distribution upon any equity issued by the Company payable in Stock Units, Options or Convertible Securities, then, for purposes of paragraph (a) above, such Stock Unit, Options or Convertible Securities shall be increased proportionately deemed to have been issued or sold without consideration. (f) If any reduction in Purchase Price pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock Stock, Options or Convertible Securities shall be issued, sold or distributed for cash, the same consideration received therefor shall be deemed to be the amount received by Company therefor. If any shares of Common Stock, Options or Convertible Securities shall be issued sold or distributed for a consideration other than cash, the amount of the consideration other than cash received by Company shall be deemed to be the Fair Market Value of such consideration. If any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which Company is the surviving entity, the amount of consideration therefor shall be deemed to be the Fair Market Value of such portion of the assets and business of the non-surviving entity as shall be attributable to such Stock Unit, Options or Convertible Securities, as the aggregate Purchase Price case may be. If any Options shall be issued in effect immediately prior connection with the issuance and sale of other securities of Company, together comprising one integral transaction in which no specific consideration is allocated by Company to such adjustmentsOptions by the parties thereto, such Options shall be deemed to have been issued without consideration.

Issuance of Additional Common Stock. In addition to all other adjustments to (a) If, after the number Warrant Shares set forth elsewhere in this Agreementdate hereof, if the Company shall at any time or from time to time during the term of the Warrants issue or sell any shares of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities sell (i) to the Company’s Affiliates Additional Shares (as defined below) without consideration or for a consideration greater than $0.35 per share (subject to adjustment on that is less than the same basis as the Purchase Warrant Price), but below the Reference Price (a “Discounted Issuance”) or or (ii) to any Person (whether Common Stock Equivalents exercisable for Additional Shares with a minimum exercise or not an Affiliate of the Company) for consideration exchange price that is less than $0.35 per share the Warrant Price, then, and in each such case, the Warrant Price theretofore in effect shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest ..001 of a “Below Exercise cent) determined: by multiplying such Warrant Price Issuance”), then the following adjustments shall occurby a fraction: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (xiii) the numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance such issue or sale (including any shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock and issuable upon exercise of outstanding options, warrants or other convertible securities) plus (2B) the number of shares of Common Stock which that the aggregate consideration received by the Company upon such issuance or sale (or, in exchange the case of Common Stock Equivalents exercisable for Additional Shares, receivable by the Discounted Issuance Company upon exercise or exchange) would purchase at the Reference Price then in effect and such Warrant Price, and (yiv) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale (assuming, in the Discounted Issuancecase of Common Stock Equivalents exercisable for Additional Shares, exercise or exchange or all such Common Stock Equivalents and including any shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock and issuable upon exercise of outstanding options, warrants or other convertible securities). (Bb) For the purposes of this Section 2.5, the consideration for the issue or sale of Additional Shares shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, and (ii) insofar as it consists of property (including securities) other than cash, be computed at the fair market value thereof at the time of such issue or sale as determined in good faith by the Company’s Board of Directors. In the event of a Below Exercise Price Issuancedispute by the holder as to the fair market value of any consideration consisting of property, the Purchase Price in effect immediately prior Company shall, at the option of the holder, engage a consulting firm or investment banking firm mutually agreed to by the holder and the Company to prepare an independent appraisal of the fair market value of such issuance or sale property to be distributed. The expenses of such appraisal shall be reduced effective concurrently with such issuance or sale borne by the holder. (c) Notwithstanding anything contained herein to an amount determined by multiplying the Purchase Price then in effect by a fractioncontrary, (x) the numerator of which consideration for any Common Stock Equivalents shall be deemed to be the sum total amount of (1) consideration received by the number Company for the issuance of shares such Common Stock Equivalents plus the minimum amount of consideration payable to the Company upon exercise, conversion or exchange of Common Stock outstanding immediately prior Equivalents (the “Net Consideration”), determined as of the date of issuance of such Common Stock Equivalents. Any obligation, agreement or understanding to issue Common Stock Equivalents at any time in the Below Exercise future shall be deemed to be an issuance at the time such obligation or agreement is made or arises. No adjustment of the Warrant Price Issuance plus (2) shall be made under this Section 2.5, upon the number issuance of any shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. (C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased are issued pursuant to the Warrant Certificate exercise, conversion or exchange of any Common Stock Equivalents if any adjustment shall previously have been made upon the issuance of any such Common Stock Equivalents. Should the Net Consideration for any such Common Stock Equivalents be increased proportionately or decreased from time to any reduction in Purchase time, then, upon the effectiveness of such change, the Warrant Price will be that which would have been obtained (i) had the adjustments made upon the issuance of such Common Stock Equivalents been made upon the basis of the actual Net Consideration (as so increased or decreased) of such Common Stock Equivalents, and (ii) had adjustments to such Warrant Price since the date of issuance of such Common Stock Equivalents been made to such Warrant Price as adjusted pursuant to (i) above. Any adjustment of the Warrant Price pursuant to this paragraph 4.1(d) which relates to Common Stock Equivalents shall be disregarded if, as, and when all of such Common Stock Equivalents expire or are canceled without being exercised, so that after such adjustments the aggregate Purchase Warrant Price payable hereunder for the increased number of shares of Common Stock effective immediately upon cancellation or expiration shall be equal to the same as the aggregate Purchase Warrant Price in effect immediately prior at the time of the issuance of the expired or canceled Common Stock Equivalents, with such additional adjustment as would have been made to such adjustmentsWarrant Price had the expired or canceled Common Stock Equivalents not been issued.

Issuance of Additional Common Stock. In addition to all other adjustments If and whenever the Company subsequent to the number Warrant Shares set forth elsewhere in this Agreement, if the Company date hereof shall at any time or from time to time during the term of the Warrants issue or sell any shares of Common Stock or otherwise receive a contribution to its capital (including any issuance upon a merger, consolidation or be deemed to have issued any shares sale of Common Stock assets and except as otherwise provided herein), other than Excluded Securities (i) to in the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”last paragraph of this Section 4.2(b) or (ii) to any Person (whether or not an Affiliate of the Companyin Section 4.2(m)) for aggregate consideration less than $0.35 per share (a “Below the Fair Value thereof, the Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event in respect of a Discounted IssuanceWarrant upon each such issuance, the Purchase Price in effect immediately prior to such issuance sale or sale contribution shall be reduced effective concurrently with such issuance or sale adjusted as of the date specified in the next succeeding paragraph to an amount the price determined by multiplying the Purchase Exercise Price then in effect as of the date specified in the next succeeding paragraph by a fraction, fraction (x) the numerator of which shall be is an amount equal to the sum of (1A) the number of shares of Common Stock outstanding Deemed Outstanding immediately prior to the Discounted Issuance such issue, sale or contribution plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received or receivable by the Company in exchange for the Discounted Issuance such issuance, sale or contribution would purchase buy at the Reference Price then in effect Fair Value thereof as of the date immediately prior to such issuance, sale or contribution and (y) the denominator of which is the Common Stock Deemed Outstanding immediately after such issuance, sale or contribution. For purposes of this Section 4.2(b), the date as of which the Exercise Price shall be adjusted shall be the number of shares of Common Stock of the Company outstanding immediately after the Discounted Issuance. (B) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding date immediately prior to the Below date of actual issuance or sale of such Common Stock or receipt of the capital contribution. No adjustment of the Exercise Price Issuance plus (2shall be made under this Section 4.2(b) upon the number issuance of any shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share are (subject i) distributed to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares holders of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance. pursuant to a dividend or subdivision for which Section 4.2(a) provides an adjustment or (Cii) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased issued pursuant to the Warrant Certificate shall be increased proportionately to exercise of any reduction in Purchase Price Rights or pursuant to this paragraph 4.1(dthe conversion or exchange of any Convertible Securities to the extent that an adjustment shall previously have been made upon the issuance of such Purchase Rights or Convertible Securities pursuant to Sections 4.2(a)(c) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of Common Stock shall be the same as the aggregate Purchase Price in effect immediately prior to such adjustmentsor (d).

Issuance of Additional Common Stock. In addition to all other adjustments to the number Warrant Shares set forth elsewhere in this Agreement, if (a) If the Company shall at any time on or from time to time during after the term date of the Warrants this Agreement shall issue or sell any shares of Common Stock (or be deemed Convertible Securities) (other than Excluded Stock (as defined below) or a transaction to have issued any which Section 4.1, 4.2 or 4.3 is applicable) without consideration or for a consideration per share (or having a conversion price per share) that is less than 95% of the VWAP on the last trading day preceding the earlier of the date of the agreement on pricing such shares and the public announcement of the proposed issuance of such shares (or such Convertible Securities) then, in such event: (i) The number of shares of Common Stock as provided herein), other than Excluded Securities (i) to issuable upon the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate exercise of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect Warrants immediately prior to the issuance of such issuance shares (or sale of such Convertible Securities) (the “Initial Number”) shall be reduced effective concurrently with such issuance or sale increased to an amount determined the number obtained by multiplying the Purchase Price then in effect Initial Number by a fraction, fraction (xA) the numerator of which shall be the sum of (1) the number of shares of Common Stock of the Company outstanding immediately prior to the Discounted Issuance plus (including shares of Common Stock into which outstanding Convertible Securities may be exercised or converted) on such date and (2) the number of additional shares of Common Stock issued (or into which the aggregate consideration received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect Convertible Securities may be exercised or converted) and (yB) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Discounted Issuance. (B) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Below Exercise Price Issuance plus on such date (including shares of Common Stock into which outstanding Convertible Securities may be exercised or converted) and (2) the number of shares of Common Stock which the aggregate consideration received receivable by the Company in exchange for the Below Exercise Price Issuance total number of shares of Common Stock so issued (or into which Convertible Securities may be exercised or converted) would purchase at $0.35 per share the VWAP on the last trading day preceding the earlier of the date of the agreement on pricing such shares and the public announcement of the proposed issuance of such shares (subject or such Convertible Securities); and (ii) the Exercise Price payable upon exercise of the Warrants shall be adjusted by multiplying such Exercise Price in effect immediately prior to adjustment pursuant the issuance of such shares (or of such Convertible Securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of the Warrants prior to this Section 4.1) such date and (y) the denominator of which shall be the number of shares of Common Stock issuable upon exercise of the Company outstanding Warrants immediately after the Below Exercise Price Issuanceadjustment described in clause (i) above. (Cb) In For purposes of the event of either a Discounted Issuance or a Below Exercise Price Issuanceforegoing, the number aggregate consideration receivable by the Company in connection with the issuance of such shares which may of Common Stock or Convertible Securities shall be purchased pursuant deemed to be equal to the Warrant Certificate shall be increased proportionately sum of the net offering price (after deduction of underwriting discounts, commissions and any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any reduction such Convertible Securities into shares of Common Stock. If such Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in Purchase Price pursuant the consideration payable to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for Company, or increase or decrease in the increased number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, such Exercise Price computed upon the original issuance 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 the rights of conversion or exchange under such Convertible Securities. On the expiration of any such Convertible Securities, the termination of any such rights to convert or exchange or the expiration of any rights related to such Convertible Securities, such Exercise Price shall forthwith be readjusted to such Exercise Price as would have obtained had the same adjustment made upon the issuance of such rights, Convertible Securities or rights related to such Convertible Securities, as the aggregate Purchase Price in effect immediately prior case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such rights, upon the conversion or exchange of such Convertible Securities or upon the exercise of the rights related to such adjustments.Convertible Securities, as the case may be. “Excluded Stock” shall include issuances:

Issuance of Additional Common Stock. In addition to all other adjustments to If the number Warrant Shares set forth elsewhere in this AgreementCompany, if the Company shall at any ----------------------------------- time or from time to time during after the term Issue Date, shall issue, sell, grant or shall fix a record date for the determination of the Warrants issue or sell holders of any shares class of securities entitled to receive Additional Common Stock at a price per share of Common Stock (or be deemed to have issued any shares of that is less than the then Market Price for Common Stock as provided herein), other than Excluded Securities a (i"Dilutive Issuance") to the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur: (A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to for which each Warrant is exercisable shall be increased as of the Discounted Issuance plus (2) date of such issuance, sale or grant or, in the number case of shares a record date, the close of Common Stock which the aggregate consideration received business on such record date, by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect and (y) a fraction, the denominator of which shall be the number of shares of -------- ----------- Common Stock of the Company actually outstanding immediately after the Discounted Issuance. (B) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) Dilutive Issuance plus the number of shares of Common Stock outstanding immediately prior to the Below Exercise Price Issuance plus (2) the number of shares of Common Stock which that the aggregate consideration received by the Company in exchange to be paid for the Below Exercise Price Additional Common Stock in the Dilutive Issuance would purchase at $0.35 per share (subject to adjustment determined pursuant to this Section 4.113(xiv)) would have purchased at the Market Price and (y) the denominator numerator of which shall be the number of shares of Common Stock of the Company actually --------- outstanding immediately after prior to the Below Exercise Price Issuance. (C) In the event of either a Discounted Dilutive Issuance or a Below Exercise Price Issuance, plus the number of shares which may of Additional Common Stock issued (or deemed to be purchased issued pursuant to the other provisions of this Section 13) in such Dilutive Issuance. For the purpose of calculating the number of Warrant Certificate Shares issuable upon any actual exercise of Warrants, if any other Person shall be increased proportionately entitled to any reduction in Purchase Price pursuant to this paragraph 4.1(d) so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of shares of receive Additional Common Stock as a result of such exercise and related issuance of Warrant Shares (whether before or after the date of such exercise), an adjustment shall be made in accordance with the same provisions of this Section 13(i) as the aggregate Purchase Price in effect if such issuance of Additional Common Stock had been made immediately prior to such adjustmentsthe exercise of Warrants.