Common use of Issuance of Additional Shares of Common Stock Clause in Contracts

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following while this Warrant is outstanding but prior to thirty (30) months after the Original Issue Date date hereof, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In For a period of two (2) years following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall Company at any time following the Original Issue Date or from time to time shall, or shall be deemed to, issue any or sell Additional Shares of Common Stock (otherwise Stock, other than as provided in the foregoing subsections (a) through (c) of this Section 4)Excluded Stock, at a price for consideration per share received by the Company of less than the Warrant Price then Current Market Price, then, and in effect or without consideration, then the Warrant Price upon each such issuance case, the Exercise Price for any Warrant shall be adjusted decreased to that price an amount determined by multiplying dividing the Warrant previously applicable Exercise Price then in effect by a fraction: , (A) the numerator of which shall be equal the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the such issuance of such Additional Shares of Common Stock or sale, plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold or deemed to be issued or sold would purchase at the Current Market Price; provided, however, that if at such time or as a price per share result of such adjustment the Exercise Price for any Warrant is or would be, as the case may be, equal to the Warrant Price or less than $0.01 per share, then in effectlieu of the adjustment of the Exercise Price the Number of Warrant Shares purchasable upon exercise of this Warrant shall be increased to a number determined by multiplying the previously applicable number of Shares purchasable upon exercise of this Warrant by a fraction, and (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (ii) the number of Additional Shares of Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator of which shall be equal to the number sum of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iix) No adjustment of the number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are so issued pursuant or sold or deemed to be issued or sold would purchase at the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)Current Market Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price exchange for consideration in an amount per share of Common Stock less than the Warrant Price then in effect or without considerationcurrent Exercise Price, other than Permitted Issuances, then (A) the Warrant Exercise Price upon each such issuance shall be adjusted to so that it shall equal the price determined by multiplying the Warrant Exercise Price then in effect immediately prior to such event by a fraction: (A) , of which the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to outstanding on the date of issuance plus the number of such Additional Shares additional shares of Common Stock which the aggregate offering price would purchase based upon the Exercise Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance plus the number of additional shares of Common Stock issued or issuable in such offering, and (yB) the number of shares of Common Stock (rounded to the nearest whole share) for which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the this Warrant Price then in effect, and (B) the denominator of which is exercisable shall be adjusted to equal the product obtained by multiplying the Exercise Price in effect immediately prior to such issue or sale by the number of shares of Outstanding Common Stock for which this Warrant is exercisable immediately after prior to such issue or sale and dividing the issuance of such Additional Shares of Common Stockproduct thereof by the Exercise Price resulting from the adjustment made pursuant to clause (A) above. (ii) The provisions of paragraph (i) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 4(d6(c) upon the issuance of any Additional Shares shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e6(d) or Section 6(e).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer Company shall at any time following the Original Issue Date issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the greater of the Current Warrant Price then in effect or without considerationand the Current Market Price, then the Current Warrant Price upon each such issuance shall be adjusted reduced to that price determined by multiplying the Warrant Price then in effect by a fractionlower of the prices calculated as follows: (1) by dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of Fully Diluted Outstanding shares of Outstanding Common Stock immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the aggregate consideration, if any, received by the Company upon such issue or sale, by (B) the total number of Fully Diluted Outstanding shares of Common Stock outstanding immediately after such issue or sale; and (2) by multiplying the then existing Current Warrant Price by a fraction the numerator of which shall be the sum of (x) the number of Fully Diluted Outstanding shares of Common Stock immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (y) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such Additional Shares shares or (ii) issue such shares. Upon any adjustment of Common Stock plus (y) the Current Warrant Price as provided in this Section 4.3(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (rounded calculated to the nearest whole 1/100th of a share) which obtained by multiplying the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Current Warrant Price then in effect, and (B) the denominator of which shall be equal effect immediately prior to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of by the number of shares of Common Stock for which purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment. (b) The provisions of this Warrant Section 4.3 shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the not apply to any issuance of any Additional Shares of Common Stock for which are issued pursuant to the exercise of any Common Stock Equivalents, if any such an adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (is provided under Section 4.1 or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received by the Issuer for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Share Number shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares additional shares of Common Stock (otherwise than as provided for consideration in the foregoing subsections (a) through (c) an amount per additional share of this Section 4), at a price per share Common Stock less than the Warrant Price then in effect or without considerationCurrent Market Price, then the number of shares of Common Stock for which a Warrant Price upon each such issuance is exercisable shall be adjusted to that price determined equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant Price then in effect is exercisable immediately prior to such issue or sale by a fraction: fraction (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of outstanding immediately after such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effectissue or sale, and and (B) the denominator of which shall be equal to the number sum of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii1) No adjustment of the number of shares of Common Stock for outstanding immediately prior to such issue or sale, and (2) the aggregate consideration received from the issuance or sale of the additional shares of Common Stock divided by the Current Market Price. For the purposes of this paragraph (f), the date as of which this Warrant the Current Market Price per share of Common Stock shall be exercisable computed shall be the earlier of (a) the date on which the Company shall enter into a firm contract for the issuance of such additional shares of Common Stock or (b) the date of actual issuance of such additional shares of Common Stock. Notwithstanding the foregoing, no adjustment shall be made under this paragraph for issuances of shares of Common Stock (i) of Section 4(dwith respect to options issued under the Company’s stock options plans as currently in effect or (ii) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)Warrants.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that the price equal to the price determined by multiplying the Warrant Price then in effect by a fraction: fraction (A) the numerator of which shall be equal to is the sum of (x) the total number of shares of Outstanding Common Stock then outstanding immediately prior to the issuance time of such Additional Shares of Common Stock issuance (or deemed issuance) plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received or to be received by the Company for the total number of such Additional Shares of Common Stock shares so issued (or deemed issued) would purchase at a price per share equal to the such Warrant Price then in effectPrice, and and (B) the denominator of which shall be equal to is the total number of shares of Common Stock then outstanding plus the number of shares of Outstanding Common Stock immediately after so issued (or deemed issued). Notwithstanding the foregoing, there shall be no adjustment to the Warrant Price upon any issuance or deemed issuance of Common Stock if the holders of a majority of the outstanding Series A Preferred Stock waive in writing such Additional Shares of Common Stockadjustment. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise or conversion of any Common Stock Equivalents, Equivalents if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (Equivalents, or upon the issuance of any warrant or other rights therefor) therefor pursuant to Section Sections 4(e) or 4(f), or in connection with any Permitted Issuances.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more; provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 45), at a price per share less than the Warrant Price then in effect hereunder shall simultaneously with such issuance or without considerationsale be reduced (or, then in the event that the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying is reduced below the Warrant Price then in effect by a fraction: (Apar value of the Common Stock, deemed reduced) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) and the number of shares of Common Stock issuable upon exercise hereof shall be increased (rounded to regardless of whether the nearest whole shareWarrant Price was reduced below the then par value of the Common Stock) which so that the aggregate consideration for percentage of the total number Diluted Common Stock of such Additional Shares the Issuer represented by the shares of Common Stock so issued would purchase at issuable upon exercise of this Warrant is not reduced as a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance result of such Additional Shares issuance or sale. The provisions of Common Stock. this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 5. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (or upon the issuance of x) any warrant or other rights therefor) adjustment shall have been made pursuant to subsection (e) of this Section 4(e)5 or (y) no adjustment was required pursuant to subsection (e) of this Section 5.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), 4 and other than Permitted Issuances) at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment The provisions of the number Section 4(d)(i) shall not apply to any issuance of shares Additional Shares of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided under paragraph (iSection 4(b) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e4(c).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) therefor pursuant to Section Sections 4(e) or 4(f), or in connection with any Permitted Issuances.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall case at any time following or from time to time the Original Issue Date Company shall (except as hereinafter provided) issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at for a price consideration per share less than the Warrant Price then in effect or without considerationCurrent Market Value, then the Warrant Price upon each such issuance number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that price number determined by multiplying the Warrant Price then in effect number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction: fraction (Ai) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued, and (yii) the denominator of which shall be the number of shares of Common Stock (rounded outstanding immediately prior to the nearest whole share) issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effectcurrent Exercise Price. For purposes of this Section 4.4, and the date as of which the Current Market Value shall be computed shall be the earlier of (B1) the denominator of date on which the Company shall be equal to the number of shares of Outstanding Common Stock immediately after enter into a firm contract for the issuance of such Additional Shares of Common Stock and (2) the date of actual issuance of such Additional Shares of Common Stock. (ii) . This Section 4.4 shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4.2 hereof. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable comprising a Stock Unit shall be made under paragraph (i) of this Section 4(d) 4.4 upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.5 hereof.

Issuance of Additional Shares of Common Stock. (i) In Commencing on the Original Issue Date and for a period of one (1) year thereafter, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at any time a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock. (ii) Commencing on the date that is one (1) year and one (1) day following the Original Issue Date Date, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iiiii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph paragraphs (i) and (ii) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall If at any time following the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Current Warrant Price then in effect or without considerationat the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price upon each as to the number of shares for which this Warrant is exercisable prior to such issuance adjustment shall be adjusted reduced to that a price determined by multiplying the Warrant Price then in effect by a fraction: dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Outstanding immediately prior to such issue or sale multiplied by the issuance of such Additional Shares of Common Stock then existing Current Warrant Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. issue or sale; and (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made under paragraph pursuant to clause (i) above. (b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Section 4(dCommon Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then (i) upon the issuance number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the number of shares of Common Stock Outstanding immediately after such issue or sale, and (B) the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Current Warrant Price by a fraction (X) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale; and (Y) the denominator of which shall be the number of shares of Common Stock purchasable immediately after such issue or sale. (c) If at any time the Company (except as hereinafter provided) shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Shares of Common Stock which are issued pursuant to is less than the exercise Current Warrant Price and the Current Market Price at the time the Additional Shares of any Common Stock Equivalentsare issued, if the adjustment required under Section 4.3 shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Current Warrant Price following such adjustment. The provisions of paragraphs (a) and (b) of Section 4.3 shall not apply to any such adjustment shall previously have been made upon the issuance of such Additional Shares of Common Stock Equivalents (for which an adjustment is provided under Section 4.1 or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock and (2) the Current Warrant Price then in effect or without considerationat the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price upon each as to the number of shares for which this Warrant is exercisable prior to such issuance adjustment shall be adjusted reduced to that a price determined by multiplying the Current Warrant Price then in effect by a fraction: (A) a fraction, the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock Outstanding immediately prior to such issue or sale multiplied by the greater of (1) the then applicable Current Warrant Price and (2) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock plus (the greater of (1) and (2) above hereinafter referred to as the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, warrants or other Convertible Securities may convert or be exercisable), and the denominator of which shall be the sum of (a) the total number of shares of Common Stock Outstanding on such date and (b) the number of Additional Shares issued (or into or for which the rights, warrants or convertible securities may be converted or exercised), multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock (rounded for which this Warrant is exercisable shall be adjusted to equal the nearest whole share) which product obtained by multiplying the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Current Warrant Price then in effect, and (B) the denominator of which shall be equal effect immediately prior to such issue or sale by the number of shares of Outstanding Common Stock for which this Warrant is exercisable immediately after prior to such issue or sale and dividing the issuance product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. For purposes of such Additional Shares this Section 4.5 and for the purposes of Common Stock. (ii) No adjustment making adjustments of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph (i) of and the Current Price as provided in this Section 4(d) upon 4, the aggregate consideration receivable by the Company in connection with the issuance of any Additional Shares shares of Common Stock which are issued pursuant or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock EquivalentsStock. If, if any such adjustment shall previously have been made upon subsequent to the date of issuance of such rights, warrants or Convertible Securities, the exercise or conversion price thereof is reduced, such aggregate amount shall be recalculated and the Current Warrant Price and number of shares of Common Stock Equivalents (or upon for which the issuance Warrant is exercisable adjusted retroactively to give effect to such reduction. If Common Stock is sold as a unit with other securities, the aggregate consideration received for such Common Stock shall be deemed to be net of any warrant or the Fair Market Value of such other rights therefor) pursuant to Section 4(e)securities.

Issuance of Additional Shares of Common Stock. (i) In If the event Company shall issue or sell, on or after the Issuer shall at any time following first date that is more than six months after the Original Issue Date issue Closing Date, any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) exchange for consideration in an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Current Warrant Price then in effect at the time the Additional Shares of Common Stock are issued or without considerationsold, then the then, if this Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fractionis outstanding: (A) the numerator of which Current Warrant Price immediately prior to such issue or sale shall be reduced to a price determined by dividing (1) an amount equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (ya) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price, plus (rounded to b) the nearest whole shareconsideration, if any, received by the Company upon such issue or sale, by (2) which the aggregate consideration for the total number of such Additional Shares shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, outstanding immediately after such issue or sale; and (B) the denominator number of which shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the amount obtained by (1) multiplying the Current Warrant Price in effect immediately prior to such issue or sale by the number of shares of Outstanding Common Stock acquirable upon exercise of this Warrant immediately after prior to such issue or sale and (2) dividing the issuance product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (A) of such Additional Shares of Common Stockthis Section 4.3. (ii) The provisions of paragraph 4.3(i) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4.1 or 4.2. No adjustment of the number of shares of Common Stock for which acquirable upon exercise of this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d4.3(i) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such convertible securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.4.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following after the Original Issue Date the Company shall issue or sell any Additional Shares of Common Stock (otherwise than as provided to any Person or Persons for consideration in the foregoing subsections (a) through (c) an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Warrant Exercise Price then in effect or without consideration, then at the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying date the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus are issued, then: (yi) the number of shares of Common Stock issuable upon exercise of the Warrants shall be adjusted to equal the product of (rounded A) the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the nearest whole shareoccurrence of such issuance or sale, and (B) a fraction (x) the numerator of which shall be the aggregate consideration for the total number of shares of Common Stock Outstanding immediately prior the occurrence of such issuance or sale plus the number of Additional Shares of Common Stock so to be issued would purchase at a price per share equal to the Warrant Price then in effect, and such issuance or sale and (By) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock Outstanding immediately prior to the occurrence of such issuance or sale plus the number of shares of Common Stock which the aggregate consideration to be paid for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any such Additional Shares of Common Stock which would purchase at the Exercise Price at the date such shares are issued or sold (prior to adjustment hereunder); and (ii) the Exercise Price shall be adjusted to equal the product of such Exercise Price in effect immediately prior to such adjustment and a fraction (x) the numerator of which shall be the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the adjustment made pursuant to the foregoing clause (i) and (y) the denominator shall be the number of shares of Common Stock issuable upon exercise of any Common Stock Equivalents, if any the Warrants immediately after such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)adjustment.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received by the Issuer for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No If the Warrant Price is adjusted as a result of Section 4(d)(i), the Warrant Share Number shall be adjusted to equal (a) the Warrant Price previously in effect multiplied by (b) the Warrant Share Number immediately prior to the adjustment, divided by (c) the adjusted Warrant Price. However, no adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Share Number shall be made under this paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock (otherwise other than issuances to existing stockholders as provided a dividend or other distribution described in Section 4.2, pursuant to the foregoing subsections (aconversion or exercise of any Convertible Security or pursuant to any employee or director incentive or benefit plan approved by the Board of Directors of the Company) through (c) for consideration in an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Warrant Price then in effect or without considerationCurrent Market Price, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction (iA) the numerator of Section 4(dwhich shall be the number of shares of Common Stock Outstanding immediately after such issue or sale, and (B) upon the issuance denominator of any which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock which are issued pursuant would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the exercise number of any Common Stock Equivalents, if any shares for which this Warrant is exercisable prior to such adjustment shall previously have been made upon be adjusted by multiplying such Current Warrant Price by a fraction (X) the issuance numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such Common Stock Equivalents issue or sale; and (Y) the denominator of which shall be the number of shares for which this Warrant is exercisable immediately after such issue or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)sale.

Issuance of Additional Shares of Common Stock. If at any time the Company shall (except as hereinafter provided) issue or sell any Common Stock Equivalents issued after the date hereof except in connection with (i) In the event conversion or exercise of any outstanding Options or Convertible Securities of the Issuer Company (as such Options and Convertible Securities are in effect on the date of the issuance of any Warrants) or the Warrants, (ii) the issuance of any Common Stock Equivalents upon the conversion or exercise of any Option or other rights granted under Approved Option Plans; (iii) the offering of any rights (which rights shall at any time following the Original Issue Date issue any Additional Shares also attach to, and be issuable to holders of shares of Common Stock on a rateable basis with other Common Stock Equivalents) pursuant to a stockholder’s rights plan which may be adopted by the Company unless and until such date, if any, upon which the rights become effective or are triggered and cannot be redeemed by the Company at its option for nominal consideration (otherwise at which time the appropriate adjustments shall be made pursuant to this Section 12) or (iv) Common Stock Equivalents issued pursuant to or upon stock splits, combinations or dividends or other transactions described in this Section 12 (after giving effect to any adjustments required to be made by this Section) (such Common Stock Equivalents, “Additional Shares”), for consideration in an amount per Additional Share less than as provided in the foregoing subsections ninety percent (a) through (c90%) of this Section 4), at a price the Market Price per share less than the Warrant Price then in effect or without considerationconstituting Common Stock Equivalents, then the each Warrant Price upon each such issuance Number shall be adjusted to that price determined equal the product obtained by multiplying the Warrant Price then in effect Number immediately prior to such issuance or sale by a fraction: fraction (A) the numerator of which shall be equal to the number of shares constituting Common Stock Equivalents outstanding immediately after such issuance or sale (on a fully-diluted basis), and (B) the denominator of which shall be the sum of (x) the number of shares of Outstanding Common Stock immediately prior to Equivalents which the aggregate consideration received by the Company in connection with such issuance or sale of such Additional Shares of would purchase at the then current Market Price per share constituting Common Stock Equivalent, plus (y) the number of shares of constituting Common Stock Equivalents outstanding immediately prior to such issuance or sale of Additional Shares (rounded on a fully-diluted basis). For the purposes of this Section 12(d), the date as of which the Market Price per share constituting Common Stock Equivalents shall be computed shall be the earlier of (a) the first Business Day on which the Company shall be able to determine the Market Price per share constituting Common Stock Equivalents pursuant to the nearest whole share) which the aggregate consideration terms of a firm contract for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares or (b) the date of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the actual issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)Additional Shares.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect Per Share Market Value on the date of such issuance or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price Per Share Market Value then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In Commencing on the Original Issue Date and for a period of one (1) year thereafter, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at any time a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock. (ii) Commencing on the date that is one (1) year and one (1) day following the Original Issue Date Date, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iiiii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph paragraphs (i) and (ii) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price Subsequent Issuance for a consideration per share that is less than the Warrant Price then Current Market Value in effect or without consideration, then the Warrant Price upon each immediately prior to such issuance or sale, then, forthwith upon such issuance or sale, the Exercise Price shall be adjusted reduced to that the price determined calculated by multiplying the Warrant then existing Exercise Price then in effect by a fraction: (A) , the numerator of which shall be equal to the quotient obtained by dividing (A) the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such Subsequent Issuance multiplied by the Current Market Value per share of Common Stock immediately prior to the issuance of such Additional Shares of Common Stock Subsequent Issuance plus (y) the aggregate consideration (determined in accordance with the provisions of Section 4.6 hereof), if any, received by the Company in connection with such Subsequent Issuance divided by (B) the total number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of Outstanding immediately after such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effectSubsequent Issuance, and (B) and the denominator of which shall be equal to the number Current Market Value per share of shares of Outstanding Common Stock immediately after the issuance of prior to such Additional Shares of Common StockSubsequent Issuance. (iib) No adjustment The provisions of the number of shares this Section 4.2 shall not apply to (i) any issuance of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided for under paragraph Section 4.1 or (iii) of Section 4(d) upon the any issuance of any Additional Shares or sale of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such Purchase Rights or Convertible Securities to the extent that an adjustment shall previously have been previously made upon hereunder in connection with the issuance of such Common Stock Equivalents (Purchase Rights or upon the issuance of any warrant or other rights therefor) Convertible Securities pursuant to the provisions of Section 4(e)4.3 hereof.

Issuance of Additional Shares of Common Stock. (i) In case the event the Issuer shall Company, at any time following or from time to time after November 18, 1996 (the Original Issue Date "INITIAL DATE"), shall issue any or sell Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding Additional Shares of Common Stock deemed to be issued pursuant to section 2C or 2D) through (c) of this Section 4), at without consideration or for a price consideration per share (determined pursuant to section 2E) less than the Warrant greater of (i) the Exercise Price then or (ii) (x) with respect to any issuance or sale of Additional Shares of Common Stock to any Person (other than an Affiliate of the Company) that is not made pursuant to a Qualified Offering, 90% of the Market Price and (y) with respect to any other issuances or sales of Additional Shares of Common Stock, the Market Price in effect effect, in each case, on the date of and immediately prior to such issue or without considerationsale, then the Warrant Price upon then, and in each such issuance case, subject to section 2H, the Exercise Price shall be adjusted reduced, concurrently with such issue or sale, to that a price (calculated to the nearest .001 of a cent) determined by multiplying the Warrant such Exercise Price then in effect by a fraction:, (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (rounded to ii) the nearest whole share) number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at a price per share equal to the Warrant greater of such Market Price then in effector such Exercise Price, and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for which the purposes of this Warrant shall be exercisable shall be made under paragraph section 2A, (ix) of Section 4(d) upon the issuance of immediately after any Additional Shares of Common Stock which are deemed to have been issued pursuant to the exercise of any Common Stock Equivalentssection 2C or 2D, if any such adjustment Additional Shares shall previously have been made upon the issuance of such Common Stock Equivalents be deemed to be outstanding, and (or upon the issuance of any warrant or other rights therefory) pursuant treasury shares shall not be deemed to Section 4(e)be outstanding.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time within one (1) year following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus PLUS (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) therefor pursuant to Section Sections 4(e) or 4(f), or in connection with any Permitted Issuances.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (or upon the issuance of x) any warrant or other rights therefor) adjustment shall have been made pursuant to subsection (e) of this Section 4(e).4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and

Issuance of Additional Shares of Common Stock. (iUnless the holders of Series B Preferred Stock elect to waive the application of Article IV, Section 4(e) In of the event Certificate of Incorporation, if the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect $3.00 or without consideration, then the Warrant Price Share Number upon each such issuance shall be adjusted to that price number (rounded to the nearest one-tenth of a share) determined by multiplying the Warrant Price Share Number then in effect by a fraction: (Ai) the numerator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock; and (ii) the denominator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price $3.00 per share equal to share. The provisions of this Section 4(d) shall not apply under any of the Warrant Price then circumstances for which an adjustment is provided in effectSections 4(a), and (B4(b) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) or 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Share Number shall be made under paragraph (i) of this Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment required adjustments shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. (i) i. In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii. The provisions of Section 4(d)(i) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or Section 4(c). No adjustment of the Warrant Price or the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d4(d)(i) upon the issuance of any Additional Shares of Common Stock which that are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall Subject to paragraph 4.3(ii) below, if at any time following while this Warrant is outstanding the Original Issue Date Company shall issue or sell any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) exchange for consideration in an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Current Warrant Price then in effect at the time the additional shares of Common Stock are issued or without considerationsold, then the Current Warrant Price upon each immediately prior to such issuance issue or sale shall be adjusted reduced to that a price determined by multiplying the Warrant Price then in effect by a fraction:dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y1) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price, plus (rounded 2) the consideration, if any, received or to be received by the nearest whole share) which the aggregate consideration for the total number of Company upon such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effectissue or sale, andby (B) the denominator total number of which shares of Common Stock outstanding immediately after such issue or sale. (ii) If the adjustment pursuant to paragraph 4.3(i) would result in a Current Warrant Price of less than $1.48, subject to adjustment pursuant to the provisions of Section 4.1, representing the average of the closing bid prices for the Company’s common stock for the five trading days ended on the Closing Date (the “Five Day Average Price”), then the Current Warrant Price shall be equal to the number of shares of Outstanding Common Stock immediately after Five Day Average Price and no further adjustment to the issuance of such Additional Shares of Common StockCurrent Warrant Price shall be made pursuant to this Section 4.3. (iiiii) The provisions of paragraph 4.3(i) shall not apply to any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4.1 or 4.2. No adjustment of the number of shares of Common Stock for which acquirable upon exercise of this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d4.3(i) upon the issuance of any Additional Shares additional shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such convertible securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.4.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 45), at a price per share less than the Warrant Current Market Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Current Market Price then in effect and the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 5. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (or upon the issuance of x) any warrant or other rights therefor) adjustment shall have been made pursuant to subsection (e) of this Section 4(e)5 or (y) no adjustment was required pursuant to subsection (e) of this Section 5.

Issuance of Additional Shares of Common Stock. (i) In case the event the Issuer shall Company, at any time following or from time to time after September 23, 2002 (the Original Issue Date "INITIAL DATE"), shall issue any or sell Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding Additional Shares of Common Stock deemed to be issued pursuant to Section 2C or 2D) through (c) of this Section 4), at without consideration or for a price consideration per share (determined pursuant to Section 2E) less than the Warrant Market Price then in effect on the date of and immediately prior to such issue or without considerationsale, then the Warrant Price upon then, and in each such issuance case, subject to Section 2H, the Exercise Price shall be adjusted reduced, concurrently with such issue or sale, to that a price (calculated to the nearest .00001 of a cent) determined by multiplying the Warrant such Exercise Price then in effect by a fraction:, (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (rounded to ii) the nearest whole share) number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at a price per share equal to the Warrant Price then in effect, such Market Price; and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for which the purposes of this Warrant shall be exercisable shall be made under paragraph Section 2A, (ix) of Section 4(d) upon the issuance of immediately after any Additional Shares of Common Stock which are deemed to have been issued pursuant to Section 2C or 2D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding. Notwithstanding anything in this Section 2A to the contrary, the Exercise Price shall not be adjusted by virtue of the issuance or sale, for a consideration per share less than the Market Price in effect on the date of and immediately prior to such issue or sale, of Additional Shares of Common Stock to employees, directors or officers of, or consultants to, the Company, if any, upon the exercise of any Common Stock EquivalentsOptions outstanding as of the date hereof, if provided the terms of any such adjustment shall previously have been made upon Options are not amended or modified after the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)date hereof.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following after January 22, 1996 the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without considerationCurrent Market Price, then the Current Warrant Price upon each such issuance shall be adjusted reduced to that a price determined by multiplying the Warrant Price then in effect by a fraction: dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yX) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale multiplied by the then existing Current Warrant Price, plus (rounded to Y) the nearest whole shareconsideration, if any, received by the Company upon such issuance or sale, by (B) which the aggregate consideration for the total number of such Additional Shares shares of Common Stock so issued would purchase at Outstanding immediately after such issuance or sale and (ii) upon each adjustment of the Current Warrant Price as a price per share equal result of the calculations made pursuant to this Section 4, each Warrant outstanding prior to the making of the adjustment in the Current Warrant Price then in effectshall thereafter be treated as that number of Warrants, and (B) and shall evidence the denominator of which shall be equal right to purchase, at the adjusted Current Warrant Price, that number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. outstanding, obtained by (iii) No adjustment of multiplying the number of shares of Common Stock for which this a Warrant shall be is exercisable shall be made under immediately prior to the adjustment by the Current Warrant Price in effect immediately prior to the adjustment, and (ii) dividing the product so obtained by the Current Warrant Price obtained immediately after such adjustment of the Current Warrant Price. (b) The provisions of paragraph (ia) of Section 4(d) upon the 4.3 shall not apply to any issuance of any Additional Shares of Common Stock for which are issued pursuant to the exercise of any Common Stock Equivalents, if any such an adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (is provided under Section 4.1 or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances or as referred to in Section 4.1 or 4.2, for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without considerationCurrent Market Price, then (i) the number of shares of Warrant Price upon each such issuance Stock for which this Warrant is exercisable shall be adjusted to that price determined equal the product obtained by multiplying the number of shares of Warrant Price then in effect Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction: fraction (A) the numerator of which shall be equal to the number of shares of Common Stock Outstanding immediately after such issuance or sale, and (B) the denominator of which shall be the sum of (x) the number of shares of Outstanding Common Stock Outstanding immediately prior to the such issuance of such Additional Shares of Common Stock plus or sale and (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of consideration, if any, received by Company upon such Additional Shares of Common Stock so issued issuance or sale would purchase at a price per share equal the then Current Market Price; and (ii) the Exercise Price as to the number of shares of Warrant Stock for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Exercise Price then in effect, and by a fraction (A) the numerator of which shall be the number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to such issuance or sale; and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Warrant Stock for which this Warrant is exercisable immediately after the such issuance of such Additional Shares of Common Stockor sale. (iib) No adjustment The provisions of the number paragraph (a) of shares this Section 4.4 shall not apply to (i) any issuance of Additional Shares of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided under paragraph Section 4.1 or Section 4.2 or (iii) of Section 4(d) upon the any issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock EquivalentsConvertible Security, if any and only to the extent that such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) Convertible Security pursuant to Section 4(e)4.5.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the six month anniversary of the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. (i) In Commencing nine months after the Original Issue Date, in the event the Issuer shall Issuer, shall, at any time, from time following the Original Issue Date to time, issue or sell any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding Treasury Shares) through (c) of this Section 4), at for a price consideration per share less than the Warrant Price then in effect or without consideration, then for the Warrant Price immediately prior to the time of such issue or sale, then, forthwith upon each such issuance shall be adjusted to that price determined by multiplying issue or sale, the Warrant Price then in effect by a fraction: (A) for the numerator of which Warrants shall be reduced to a price equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of paid for such Additional Shares of Common Stock. (ii) No adjustment If at any time the Issuer shall at any time issue or sell any Additional Shares of Common Stock in exchange for consideration in an amount per Additional Share of Common Stock less than the Per Share Market Value at the time the Additional Shares of Common Stock are issued or sold, then, forthwith upon such issue or sale, the Warrant Price then in effect for the Warrants shall be reduced by the product of the Warrant Price then in effect multiplied by the Market Dilution Percentage and the number of shares of Common Stock for which this Warrant is exercisable shall be increased by the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issuance or sale multiplied by the Market Dilution Percentage. "Market Dilution Percentage" shall be exercisable shall be made under paragraph (i) mean the percentage by which such issuance or sale is below the lesser of Section 4(d) upon the issuance Per Share Market Value or the per share market value of any Additional Shares of the Common Stock which are issued as calculated pursuant to the exercise terms of any Common Stock Equivalents, if any such adjustment shall previously have been made upon other financings of the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)Issuer.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following on or after the Original Issue Date Closing Day, the Company shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) through (c) of this Section 4below), at a price per share less (the “Offering Price”) which is lower than the Warrant greater of (x) the Exercise Price then in effect or without consideration(y) 90% of the Market Price on the date of entry into the definitive agreement providing for such issuance, then the number of shares of Common Stock to be received by the holder of this Warrant Price upon each such issuance the exercise hereof shall be adjusted to that price number determined by multiplying (a) the Warrant Price then in effect number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction: fraction (Ai) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (B) the number of shares of Common Stock issued in the subject transaction and (ii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Deemed Outstanding immediately prior to the issuance of such Additional Shares shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, and (ii) the issuance of up to 7,000,000 shares of Common Stock, whether upon the grant of restricted stock, the grant or exercise of options, or otherwise, pursuant to equity compensation plans for officers, directors, employee and consultants that are approved (or subject to approval) by the shareholders of the Company; provided that grants of options, restricted stock grants, or other awards for not more than 2,000,000 shares of Common Stock (as appropriately adjusted for stock splits, combinations, reorganizations, reclassifications and the like) shall be scheduled to vest under such equity compensation plans in any calendar year (collectively, the “Excluded Compensation Issuances”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number issuable upon exercise of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the this Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of giving effect to such Additional Shares of Common Stockadjustment. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the six month anniversary of the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or 4(c). No adjustment of the Warrant Price or the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances or as referred to in Sections 4.1 and 4.2 above, in exchange for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Exercise Price then in effect or without considerationat the time the Additional Shares of Common Stock are issued, then (i) the Warrant Exercise Price upon each such issuance shall be adjusted reduced to that a price determined by multiplying the Warrant Price then in effect by a fraction: dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Outstanding immediately prior to such issuance or sale (calculated on a fully diluted basis assuming the conversion of outstanding preferred stock and the exercise, exchange or conversion of all outstanding options and warrants) multiplied by the then existing Exercise Price, plus (y) the consideration, if any, received by Company upon such issuance or sale, by (B) the total number of such Additional Shares shares of Common Stock plus Outstanding immediately after such issuance or sale (ycalculated on a fully diluted basis assuming the conversion of outstanding preferred stock and the exercise, exchange or conversion of all outstanding options and warrants); and (ii) the number of shares of Common Warrant Stock (rounded for which this Warrant is exercisable shall be adjusted to equal the nearest whole share) which product obtained by multiplying the aggregate consideration for Exercise Price in effect immediately prior to such issuance or sale by the total number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to such issuance or sale and dividing the product thereof by the Exercise Price resulting from the adjustment made pursuant to clause (i) above. (b) The provisions of paragraph (a) of this Section 4.3 shall not apply to (i) any issuance of Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of for which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. an adjustment is provided under Section 4.1 or Section 4.2 or (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the any issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock EquivalentsConvertible Security, if any and only to the extent that such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) Convertible Security pursuant to Section 4(e)4.4.

Issuance of Additional Shares of Common Stock. In case after the date hereof the Company shall (iexcept as hereinafter provided) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at for a price consideration per share less than the then effective per share Warrant Price then in effect or without considerationPrice, then the per share Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the per share Warrant Price then in effect immediately prior to such event by a fraction: (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of full shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price the then effective per share equal to the Warrant Price then in effectPrice, and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after prior to the issuance of such Additional Shares of Common Stock. (ii) Stock plus the number of such Additional Shares of Common Stock so issued. The provisions of this Section 3.2 shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which an adjustment is provided for under Section 3.1. No adjustment of the number of shares of Common Stock for which this per share Warrant shall be exercisable Price shall be made under paragraph (i) of this Section 4(d) 3.2 upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant warrants or other rights therefor) pursuant to Section 4(e)3.3.

Issuance of Additional Shares of Common Stock. In case after the date hereof Company shall (iexcept as hereinafter provided) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at for a price per share consideration less than the Warrant Current Market Price then in effect per share (other than pursuant to options or without considerationother rights to purchase Additional Shares of Common Stock awarded to employees, officers, or directors pursuant to compensatory or other arrangements approved by the Board of Directors), then the per share Warrant Price upon on each such issuance shall be adjusted to that price determined by multiplying the per share Warrant Price then in effect immediately prior to such event by a fraction: (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of full shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price the Current Market Price per share equal to the Warrant Price then in effectshare, and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after prior to the issuance of such Additional Shares of Common Stock. (ii) Stock plus the number of such Additional Shares of Common Stock so issued. The provisions of this Section 3.2 shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which an adjustment is provided for under Section 3.1. No adjustment of the number of shares of Common Stock for which this share per Warrant shall be exercisable Price shall be made under paragraph (i) of this Section 4(d) 3.2 upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant warrants or other rights therefor) pursuant to Section 4(e)3.3.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall Except in connection with Permitted Issuances, if, at any time following prior to the Original Issue Date date which is six months from the original issue date of this Warrant (the “Issuance Date”), the Company shall issue or sell any Additional Shares shares of Common Stock for no consideration or for consideration in an amount per share of Common Stock less than the Share Price (otherwise than as provided defined in the foregoing subsections Subscription Agreement) (aa “Discounted Price”), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to 118% of the Discounted Price. (ii) through The provision of paragraph (ci) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such 6(c) shall not apply to any issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole sharefor which an adjustment is provided under Section 6(a) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) or 6(b). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of this Section 4(d6(c) upon the issuance of any Additional Shares shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e6(d).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that the price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of consideration per share paid for such Additional Shares of Common Stock plus (y) and the number of shares of Common Stock (rounded to the nearest whole share) for which this Warrant is exercisable shall be increased such that the aggregate consideration for Warrant Price payable hereunder, after taking into account the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to decrease in the Warrant Price then in effectPrice, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of aggregate Warrant Price prior to such Additional Shares of Common Stockadjustment. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable and the Warrant Price then in effect shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which that are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Company at any time following and from time to time subsequent to the Original Issue Date date hereof shall issue or sell any Additional Shares shares of Common Stock Stock, for a consideration (otherwise than as provided before underwriters discount, in the foregoing subsections (acase of a sale involving an unaffiliated underwriter) through (c) of this Section 4), at a price per share less than the Warrant Current Market Price then in effect or without considerationper share, then the Warrant Exercise Price upon each such issuance or sale shall be adjusted to that the price determined by multiplying the Warrant Exercise Price then in effect as of the date specified in the next succeeding paragraph by a fraction: (A) fraction the numerator of which shall be equal to is (i) the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yA) the number of shares of Common Stock (rounded outstanding immediately prior to such issue or sale multiplied by the nearest whole share) which the aggregate consideration for the total number of such Additional Shares Current Market Price per share of Common Stock so issued would purchase at a price per share equal immediately prior to the Warrant Price then in effect, and such issue or sale plus (B) the denominator of which shall be equal to aggregate consideration, if any, received by the number of shares of Outstanding Common Stock immediately after the issuance of Company upon such Additional Shares of Common Stock. issue or sale, divided by (ii) No adjustment of the total number of shares of Common Stock for outstanding immediately after such issue or sale, and the denominator of which is the Current Market Price per share of Common Stock immediately prior to such issue or sale. No adjustment will be made under this Warrant Section 4.2(b) that would result in an increase in the Exercise Price. For purposes of this Section 4.2(b), the date as of which the Current Market Price shall be exercisable determined shall be the earlier of (x) the date on which the Company shall enter into a firm contract for the issuance of such shares of Common Stock and (y) the date of actual issuance of such shares of Common Stock. No adjustment of the Exercise Price shall be made under paragraph (i) of this Section 4(d4.2(b) upon the issuance of any Additional Shares shares of Common Stock which are (aa) distributed to holders of Common Stock pursuant to a stock dividend or subdivision for which an adjustment is provided under Section 4.2(a) or (bb) issued pursuant to the exercise conversion or exchange of any Common Stock Equivalents, if any such Convertible Securities to the extent that an adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) Convertible Securities pursuant to Section 4(eSections 4.2(a) or (c).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If, at any time prior to the date that is one (1) year following the Original Issue Date Closing Date, while this Warrant is outstanding, the Company shall issue or sell any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) exchange for consideration in an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Current Warrant Price then in effect at the time the Additional Shares of Common Stock are issued or without considerationsold, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fractionthen: (A) the numerator of which Current Warrant Price immediately prior to such issue or sale shall be reduced to a price equal to the sum price for each of the Additional Shares of Common Stock received by or to be received by the Company upon such issue or sale of such Additional Shares of Common Stock; and (xB) the number of shares of Outstanding Common Warrant Stock acquirable upon exercise of this Warrant shall be adjusted to equal the amount obtained by (1) multiplying the Current Warrant Price in effect immediately prior to the issuance of such Additional Shares of Common Stock plus (y) issue or sale by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such issue or sale and (rounded 2) dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to the nearest whole shareclause (A). (ii) which the aggregate consideration for the total number The provisions of such paragraph 4.3(i) shall not apply to any issuance of Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of for which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) an adjustment is provided under Section 4.1 or 4.2. No adjustment of the number of shares of Common Stock for which acquirable upon exercise of this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d4.3(i) upon the issuance of any Additional Shares additional shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such convertible securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.4.

Issuance of Additional Shares of Common Stock. Commencing on the Original Issue Date and ending on the two (i2) In year anniversary of the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect shall be multiplied by a fraction: fraction (Ai) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration price per share paid for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and effect and (Bii) the denominator of which shall be equal to the number of shares of Outstanding outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) . No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of pursuant to this Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances or as referred to in Section 4.1 or 4.2, for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without considerationCurrent Market Price, then (i) the number of shares of Warrant Price upon each such issuance Stock for which this Warrant is exercisable shall be adjusted to that price determined equal the product obtained by multiplying the number of shares of Warrant Price then in effect Stock for which this Warrant is exercisable immediately prior to such issuance or sale by a fraction: fraction (A) the numerator of which shall be equal to the number of shares of Common Stock Outstanding immediately after such issuance or sale, and (B) the denominator of which shall be the sum of (x) the number of shares of Outstanding Common Stock Outstanding immediately prior to the such issuance of such Additional Shares of Common Stock plus or sale and (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of consideration, if any, received by Company upon such Additional Shares of Common Stock so issued issuance or sale would purchase at a price per share equal the then Current Market Price; and (ii) the Exercise Price as to the number of shares of Warrant Stock for which this Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Exercise Price then in effect, and by a fraction (A) the numerator of which shall be the number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to such issuance or sale; and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Warrant Stock for which this Warrant is exercisable immediately after the such issuance of such Additional Shares of Common Stockor sale. (iia) No adjustment The provisions of the number paragraph (a) of shares this Section 4.4 shall not apply to (i) any issuance of Additional Shares of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided under paragraph Section 4.1 or Section 4.2 or (iii) of Section 4(d) upon the any issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock EquivalentsConvertible Security, if any and only to the extent that such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) Convertible Security pursuant to Section 4(e)4.5.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock to a third party other than the Holder of this Warrant (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share Additional Share of Common Stock which is less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that the price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) through 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f). (iii) Anything herein to the contrary notwithstanding, if any adjustment to the Warrant Price made pursuant to this Section 4(d) would result in a Warrant Price below the Per Share Market Value on the Closing Date, then the Warrant Price shall be the Per Share Market Value on the Closing.

Issuance of Additional Shares of Common Stock. (i) In case the event the Issuer shall Company at any time following or from time to time after the Original Issue Date date hereof shall issue any or sell Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) including Additional Shares of this Common Stock deemed to be issued pursuant to Section 43.3 or 3.4), at a price without consideration or for consideration per share less than the Warrant Price then Fair Value of the Common Stock in effect immediately prior to such issue or without considerationsale, then then, in each such case, subject to Section 3.8, the Warrant Price upon each such issuance Quantity shall be adjusted increased, concurrently with such issue or sale, to that price an amount determined by multiplying the such Warrant Price then in effect Quantity by a fraction: (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding on a fully diluted basis (including shares of Common Stock issuable upon exercise of this Warrant, shares of Common Stock issuable upon conversion of the issued and outstanding Series A-l Preferred Stock and the conversion of the Silicon Warrant Shares, and the 9,947,191 shares of Common Stock issuable upon the exercise of Options granted as of the Second Amendment Effective Date) immediately prior to after such issue or sale; provided, that for the issuance purposes of such this Section 3.2.1(a), (i) immediately after any Additional Shares of Common Stock plus are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (yii) treasury shares shall not be deemed to be outstanding; and (b) the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding on a fully diluted basis (rounded including shares of Common Stock issuable upon exercise of this Warrant, shares of Common Stock issuable upon conversion of the issued and outstanding Series A-l Preferred Stock and the conversion of the Silicon Warrant Shares, and the 9,947,191 shares of Common Stock issuable upon the exercise of Options granted as of the Second Amendment Effective Date) immediately prior to such issue or sale; (provided that for purposes of this Section 3.2.1(b) treasury shares shall not be deemed outstanding) and (ii) the nearest whole share) number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at a price per share an amount equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common StockFair Value. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus PLUS (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In For a period of two (2) years following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, andand KL2:2446074.2 (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsection (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (X) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Current Market Price then in effect or (at any time after September 23, 1999) less than the Warrant Price then in effect, or at any time without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Current Market Price then in effect or (at any time after September 23, 1999), if greater, the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (or upon the issuance of x) any warrant or other rights therefor) adjustment shall have been made pursuant to subsection (e) of this Section 4(e)4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4.

Issuance of Additional Shares of Common Stock. (i) In For a period of eighteen (18) months following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus ---- (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 44 or with respect to Interest Shares as defined in the Purchase Agreement), at a price per share less than the Warrant Price Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price Per Share Market Value then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4. The provisions of this subsection (d) shall not apply in the event securities are issued (I) to the Holder as a result of the Holder's acceptance of the First Offer (as defined in Section 4(l) of the Purchase Agreement) or (II) to a third party pursuant to an Exception (as defined in Section 4(l) of the Purchase Agreement). No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer case CJI shall at any time following or from time to time after the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) date of this Section 4)Agreement issue or sell, at or be deemed under any provision of this Agreement to have issued or sold, any additional shares of its Common Stock, whether or not subsequently reacquired or retired by CJI, without consideration or for a price consideration per share less than the Warrant Conversion Price then in effect immediately prior to such issue or without considerationsale, then the Warrant Price upon and in each such issuance case the Conversion Price in effect immediately prior to such issue or sale shall be adjusted reduced, effective concurrently with such issue or sale, to that a price (calculated to the nearest .01 of a cent) determined by multiplying the Warrant Conversion Price then in effect by a fraction:fraction of which (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yi) the number of shares of Common Stock (rounded outstanding immediately prior to the nearest whole share) which the aggregate consideration for the total number such issue or sale, including, without duplication, those deemed to have been issued under any provision of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. this Agreement plus (ii) No adjustment of the number of shares of Common Stock which the aggregate consideration received by CJI for which this Warrant such additional shares would purchase at the Conversion Price in effect immediately prior to such issue or sale; and (b) the denominator shall be exercisable the number of shares of Common Stock of CJI outstanding immediately after such issue or sale, including, without duplication, those deemed to have been issued under any provision of this Agreement. No adjustment of the Conversion Price, however, shall be made under paragraph in an amount less than one tenth of one percent (i.1%) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock EquivalentsConversion Price then in effect, if but any such lesser adjustment shall previously have been be carried forward and shall be made upon at the issuance time of such Common Stock Equivalents and together with the next subsequent adjustment, which together with any adjustments so carried forward shall amount to one tenth of one percent (.1%) of the Conversion Price then in effect or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)more.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following after the Original Issue Delivery Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date through and including the completion of a Qualified Financing issue any Additional Shares of Common Stock in a transaction that does not include warrants (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) In the event the Issuer shall at any time following the Original Issue Date and including and through the completion of a Qualified Financing issue any Additional Shares of Common Stock in a transaction that includes the issuance of warrants (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), and the exercise price of such warrants is less than the Warrant Price then in effect (the “New Warrants Exercise Price”), then the Warrant Price upon each such issuance shall be adjusted to the applicable New Warrants Exercise Price. (iii) In the event the Issuer following completion of a Qualified Financing issues any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iiiv) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph paragraphs (i), (ii) or (iii) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price Subsequent Issuance for a consideration per share that is less than either the Warrant Exercise Price then or the Current Market Price in effect or without consideration, then as of the Warrant Price upon each date of such issuance or sale, then, forthwith upon such issuance or sale, the Exercise Price shall be adjusted reduced to that the price determined calculated by multiplying the Warrant Price then in effect by a fraction: dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Fully Diluted and Outstanding immediately prior to such Subsequent Issuance multiplied by the issuance Exercise Price as of the date of such Additional Shares of Common Stock Subsequent Issuance, plus (y) the aggregate consideration (determined in accordance with the provisions of SECTION 4(F) hereof), if any, received by the Company in connection with such Subsequent Issuance, by (B) the total number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Fully Diluted and Outstanding Common Stock immediately after the such Subsequent Issuance. The provisions of this SECTION 4(b) shall not apply to (i) any issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided for under paragraph SECTION 4(a) or (iii) of Section 4(d) upon the any issuance of any Additional Shares or sale of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such Purchase Rights or Convertible Securities to the extent that an adjustment shall previously have been previously made upon hereunder in connection with the issuance of such Common Stock Equivalents (Purchase Rights or upon the issuance of any warrant or other rights therefor) Convertible Securities pursuant to Section 4(e)the provisions of SECTION 4(c) hereof.

Issuance of Additional Shares of Common Stock. (i) In Subject to the third sentence of the first paragraph of Section 4 hereof, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus PLUS (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In case the event the Issuer shall Company, at any time following or from time to time after the Original Issue Date date on which the Registration Statement becomes effective under the Securities Act (the "Effective Date"), shall issue any or sell Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4defined below), at including Additional Shares of Common Stock deemed to be issued pursuant to Section 8.3 or Section 8.4, without consideration or for a price consideration per share less than the Warrant lesser of the Exercise Price then or the Market Price of the shares of Common Stock outstanding immediately prior to such issue or sale, then, and in effect or without consideration, then the Warrant Price upon each such issuance case, the Exercise Price shall be adjusted reduced, subject to that Section 8.9, concurrently with such issue or sale, to a price (calculated to the nearest cent) determined by multiplying the Warrant such Exercise Price then in effect by a fraction:fraction of which (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus; (rounded ii) the number of shares of Common Stock issuable in respect of Convertible Securities outstanding immediately prior to such issue plus; (iii) the nearest whole share) which number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at a price per share equal the lesser of such Exercise Price or Market Price immediately prior to the Warrant Price then in effectsuch issue or sale, and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iii) No adjustment of the number of shares of Common Stock for which outstanding immediately after such issue or sale plus (ii) the number of shares of Common Stock issuable in respect of Convertible Securities outstanding immediately after such issue or sale. For the purposes of this Warrant shall be exercisable shall be made under paragraph Section 8.2.2, (ix) of Section 4(d) upon the issuance of immediately after any Additional Shares of Common Stock which are shall be deemed to be issued pursuant to the exercise Section 8.3 or Section 8.4, such Additional Shares of any Common Stock Equivalentsshall be deemed to be outstanding, if any such adjustment and (y) treasury shares shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant not be deemed to Section 4(e)be outstanding.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Company, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise other than as provided in the foregoing subsections Sections (ag) through and (c) of this Section 4j)), at a price per share less than the Warrant Exercise Price then in effect or less than the current market value of the Common Stock then in effect or without consideration, then the Warrant Exercise Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Exercise Price then in effect by a fraction: (A1) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock ---- (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant greater of the current market value then in effect and the Exercise Price then in effect, and (B2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment . For purposes of the number this Warrant, "Additional Shares of Common Stock" means all --------------------------------- shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph issued by the Company after the date hereof except (i) of Section 4(d) upon the issuance of any Additional Shares shares of Common Stock which are issued issuable upon the exercise of this Warrant or any of the other Investor Warrants, and (ii) any shares of Common Stock issuable upon conversion of the Series A Preferred outstanding on the date hereof pursuant to the exercise Certificate of any Common Stock Equivalents, if any such adjustment Designation. Each of the terms "Investor Warrants," "Series A Preferred" and "Certificate of Designation" shall previously have been made upon the issuance of such Common Stock Equivalents (or upon meanings assigned to them in the issuance of any warrant or other rights therefor) pursuant to Section 4(e)Subscription Agreement.

Issuance of Additional Shares of Common Stock. (i) In Commencing on the Original Issue Date and for a period of two (2) years thereafter, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at any time a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock. (ii) Commencing on the date that is two (2) years and one (1) day following the Original Issue Date Date, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iiiii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph paragraphs (i) and (ii) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall Adjustment Formula. Subject to Section 3.4(b), if at any time following the Original Issue Date issue ------------------ -------------- Corporation shall issue, or pursuant to Section 3.5, Section 3.6, or Section 3.7 ----------- ----------- ----------- be deemed to issue, any Additional Shares of Common Stock (otherwise in exchange for consideration in an amount, determined in accordance with Section 3.8(a) and -------------- Section 3.8(e), per Additional Share of Common Stock less than the Reference -------------- Price as provided of the applicable time of determination specified in the foregoing subsections (a) through (c) last sentence of this Section 43.4(a), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yi) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the each -------------- Warrant Price then in effect, and (B) the denominator of which is exercisable shall be adjusted to equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of product obtained by multiplying the number of shares of Common Stock for which this such Warrant was exercisable immediately prior to such time of determination by a fraction (x) the numerator of which shall be exercisable shall be made under paragraph (i) the number of Section 4(d) upon Outstanding Common Shares immediately before such issuance or deemed issuance plus the issuance number of any Additional Shares of Common Stock so issued or deemed to be issued and (y) the denominator of which are issued pursuant shall be the number of Outstanding Common Shares immediately before such issuance or deemed issuance plus the number of shares which the aggregate amount of consideration, if any, received by the Corporation upon such issuance or deemed issuance of all such Additional Shares of Common Stock would purchase at the Reference Price determined as of such time and (ii) the Warrant Price shall be adjusted to equal the Warrant Price immediately prior to such adjustment multiplied by the quotient obtained by dividing the number of shares of Common Stock for which such Warrant was exercisable immediately prior to the exercise adjustment under clause (i) by the number of shares of Common Stock for which such Warrant is exercisable immediately after the adjustment under clause (i). The applicable time of determination shall be: (i) if the event requiring the adjustment is the taking of a record date for any dividend or distribution referred to in Section 3.5 or Section ----------- ------- 3.6, as of either the close of business on such record date or the --- date such dividend or distribution is paid, whichever produces the highest Reference Price, or (ii) in the case of any Common Stock Equivalentsother issuance or deemed issuance, if any such adjustment shall previously have been made upon immediately prior to the issuance time of such Common Stock Equivalents (issuance or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)deemed issuance.

Issuance of Additional Shares of Common Stock. (i) In Commencing on the Original Issuance Date and for a period of two (2) years thereafter, in the event the Issuer shall issue or sell any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock. (ii) Commencing on the date that is two (2) years and one (1) day following the Original Issuance Date and for a period of two (2) years thereafter, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In case the event the Issuer shall --------------------------------------------- Company, at any time following or from time to time after December 2, 1997 (the Original Issue Date "Initial ------- Date"), shall issue any or sell Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) through (c) of this Section 4), at without consideration or for a price consideration per share less than the Warrant Base Price then in effect effect, in each case, on the date of and immediately prior to such issue or without considerationsale, then the Warrant Price upon then, and in each such issuance case, (i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be adjusted reduced, concurrently with such issue or sale, to that a price (calculated to the nearest .001 of a cent) determined by multiplying the Warrant such Exercise Price then in effect by a fraction:, (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock issue or sale plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at a price per share equal to the Warrant Price then in effectBase Price, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant outstanding immediately after such issue or sale, and (ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be exercisable shall be made reduced to an amount equal to the lowest consideration per share (as determined under paragraph (iSection 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 4(d) upon the issuance of 6.02(a), immediately after any -------- Additional Shares of Common Stock which are deemed to have been issued pursuant to the exercise of any Common Stock EquivalentsSection 6.03 or 6.04, if any such adjustment Additional Shares shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant be deemed to Section 4(e)be outstanding, and treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights AGE 8 therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In Commencing six (6) months following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue or sell any Additional Shares of Common Stock (otherwise including Treasury Shares) to a third party other than as provided in the foregoing subsections (a) through (c) Holder of this Section 4), at Warrant for a price consideration per share less than the Warrant Price then in effect for this Warrant immediately prior to the time of such issue or without considerationsale, then the Warrant Price then, forthwith upon each such issuance shall be adjusted to that price determined by multiplying issue or sale, the Warrant Price then in effect by a fraction: (A) the numerator of which for this Warrant shall be reduced to a price equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of paid for such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following after the Original Issue Date the Company shall issue or sell any Additional Shares of Common Stock (otherwise than as provided to any Person or Persons for consideration in the foregoing subsections (a) through (c) an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Warrant Exercise Price then in effect or without consideration, then at the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying date the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus are issued, then: (yi) the number of shares of Common Stock issuable upon exercise of the Warrants shall be adjusted to equal the product of (rounded A) the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the nearest whole shareoccurrence of such issuance or sale, and (B) a fraction (x) the numerator of which shall be the aggregate consideration for the total number of shares of Common Stock Outstanding immediately prior the occurrence of such issuance or sale plus the number of Additional Shares of Common Stock so to be issued would purchase at a price per share equal to the Warrant Price then in effect, and such issuance or sale and (By) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock Outstanding immediately prior to the occurrence of such issuance or sale plus the number of shares of Common Stock which the aggregate consideration to be paid for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any such Additional Shares of Common Stock which would purchase at the Exercise Price at the date such shares are issued or sold (prior to adjustment hereunder); and (ii) the Exercise Price shall be adjusted to equal the product of such Exercise Price in effect immediately prior to such adjustment and a fraction (x) the numerator of which shall be the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the adjustment made pursuant to the foregoing clause (i) and (y) the denominator shall be the number of shares of Common Stock issuable upon exercise of any Common Stock Equivalents, if any the Warrants immediately after such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).adjustment. 3

Issuance of Additional Shares of Common Stock. (i) In n the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus PLUS (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) therefor pursuant to Section Sections 4(e) or 4(f), or in connection with any Permitted Issuances.

Issuance of Additional Shares of Common Stock. (i) In If the event Company shall issue or sell, on or after the Issuer shall at any time following the Original Issue Date issue Closing Date, any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) exchange for consideration in an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Warrant result of dividing (x) the Current Preferred Price then by (y) the Conversion Ratio, in each case, in effect at the time the Additional Shares of Common Stock are issued or without considerationsold (such result, then the "Common Equivalent Price"), then, if this Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fractionis outstanding: (A) the numerator of which Current Preferred Price immediately prior to such issue or sale shall be reduced to a price determined by multiplying the Conversion Ratio by the amount obtained by dividing (1) an amount equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (ya) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Common Equivalent Price, plus (rounded to b) the nearest whole shareconsideration, if any, received by the Company upon such issue or sale, by (2) which the aggregate consideration for the total number of such Additional Shares shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, outstanding immediately after such issue or sale; and (B) the denominator number of which shares of Series B Preferred Stock acquirable upon exercise of this Warrant shall be adjusted to equal the amount obtained by (1) multiplying the Current Preferred Price in effect immediately prior to such issue or sale by the number of shares of Outstanding Common Series B Preferred Stock acquirable upon exercise of this Warrant immediately after prior to such issue or sale and (2) dividing the issuance product thereof by the Current Preferred Price resulting from the adjustment made pursuant to clause (A) of such Additional Shares of Common Stockthis Section 4.3. (ii) No adjustment The provisions of the number paragraph 4.3(i) shall not apply to any issuance of shares Additional Shares of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (4.1 or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.

Issuance of Additional Shares of Common Stock. (i) In For a period of two (2) years following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, andand KL2:2446073.2 (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following on or after the Original Issue Date Bridge Date, the Company shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) through (c) of this Section 4below), at a price per share less (the “Offering Price”) which is lower than the Warrant Reference Price then in effect or without considerationon the date of such issuance, then the number of shares of Common Stock to be received by the holder of this Warrant Price upon each such issuance the exercise hereof shall be adjusted to that price number determined by multiplying (a) the Warrant Price then in effect number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction: fraction (Ai) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (B) the number of shares of Common Stock issued in the subject transaction and (ii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, (ii) any issuance of Additional Shares of Common Stock plus the proceeds of which are immediately used for the repayment of all obligations of the Company under the Credit Agreement, and (iii) )(A) the issuance of Common Stock upon the exercise of options outstanding on the date hereof and (B) the issuance of options after the date hereof for the purchase of up to 1,169,848 shares (subject to adjustments for stock splits, reverse stock splits, combinations and similar events) of Common Stock, and the issuance of Common Stock upon the exercise of such options, pursuant to the Company’s 2001 Long Term Stock Incentive Plan, the Harvest Natural Resources 2004 Long Term Incentive Plan, the Harvest Natural Resources 2006 Long Term Incentive Plan and the Harvest Natural Resources 2010 Long-Term Incentive Plan (collectively, the “Excluded Options”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number issuable upon exercise of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the this Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of giving effect to such Additional Shares of Common Stockadjustment. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the greater of the Per Share Market Value then in effect and the Warrant Price then in effect, effect and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of amv dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (A1) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date date of the Purchase Agreement issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In Subject to Section 7(c) hereof, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following while this Warrant is outstanding the Original Issue Date Company shall issue or sell any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) exchange for consideration in an amount per Additional Share of this Section 4), at a price per share Common Stock less than the Current Warrant Price then in effect at the time the Additional Shares of Common Stock are issued or without considerationsold, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fractionthen: (A) the numerator of which Current Warrant Price immediately prior to such issue or sale shall be reduced to a price determined by dividing (1) an amount equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (ya) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price, plus (rounded to b) the nearest whole shareconsideration, if any, received by the Company upon such issue or sale, by (2) which the aggregate consideration for the total number of such Additional Shares shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, outstanding immediately after such issue or sale; and (B) the denominator number of which shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the amount obtained by (1) multiplying the Current Warrant Price in effect immediately prior to such issue or sale by the number of shares of Outstanding Common Stock acquirable upon exercise of this Warrant immediately after prior to such issue or sale and (2) dividing the issuance of such Additional Shares of Common Stockproduct thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (A). (ii) The provisions of paragraph 4.3(i) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4.1 or 4.2. No adjustment of the number of shares of Common Stock for which acquirable upon exercise of this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d4.3(i) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such convertible securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.4.

Issuance of Additional Shares of Common Stock. In case after the date hereof Company shall (iexcept as hereinafter provided) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at for a price per share consideration less than the Warrant Current Market Price then in effect or without considerationper share, then the per share Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the per share Warrant Price then in effect immediately prior to such event by a fraction: (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of full shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price the Current Market Price per share equal to the Warrant Price then in effectshare, and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after prior to the issuance of such Additional Shares of Common Stock. (ii) Stock plus the number of such Additional Shares of Common Stock so issued. The provisions of this Section 3.2 shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which an adjustment is provided for under Section 3.1. No adjustment of the number of shares of Common Stock for which this per share Warrant shall be exercisable Price shall be made under paragraph (i) of this Section 4(d) 3.2 upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant warrants or other rights therefor) pursuant to Section 4(e)3.3.

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (ab) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. (ii) The provisions of paragraph (i) of Section 4(d) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4(b) or 4(c). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

Issuance of Additional Shares of Common Stock. If at any time the Company shall (except as hereinafter provided) issue or sell any Common Stock Equivalents issued after the date hereof except in connection with (i) In the event conversion or exercise of any outstanding Options or Convertible Securities of the Issuer Company (as such Options and Convertible Securities are in effect on the date of the issuance of any Warrants) or the Warrants, (ii) the issuance of any Common Stock Equivalents upon the conversion or exercise of any Option or other rights granted under Approved Option Plans; (iii) the offering of any rights (which rights shall at any time following the Original Issue Date issue any Additional Shares also attach to, and be issuable to holders of shares of Common Stock on a ratable basis with other Common Stock Equivalents) pursuant to a stockholder’s rights plan which may be adopted by the Company unless and until such date, if any, upon which the rights become effective or are triggered and cannot be redeemed by the Company at its option for nominal consideration (otherwise than as provided in at which time the foregoing subsections (a) through (c) of appropriate adjustments shall be made pursuant to this Section 411) or (iv) Common Stock Equivalents issued pursuant to or upon stock splits, combinations or dividends or other transactions described in this Section 11 (after giving effect to any adjustments required to be made by this Section 11) (such Common Stock Equivalents, “Additional Shares”), at a price for consideration in an amount per Additional Share less than 90% of the Market Price per share less than the Warrant Price then in effect or without considerationconstituting Common Stock Equivalents, then the each Warrant Price upon each such issuance Number shall be adjusted to that price determined equal the product obtained by multiplying the Warrant Price then in effect Number immediately prior to such issuance or sale by a fraction: fraction (A) the numerator of which shall be equal to the number of shares constituting Common Stock Equivalents outstanding immediately after such issuance or sale (on a fully-diluted basis), and (B) the denominator of which shall be the sum of (x) the number of shares of Outstanding Common Stock immediately prior to Equivalents which the aggregate consideration received by the Company in connection with such issuance or sale of such Additional Shares of would purchase at the then current Market Price per share constituting Common Stock Equivalent, plus (y) the number of shares of constituting Common Stock Equivalents outstanding immediately prior to such issuance or sale of Additional Shares (rounded on a fully-diluted basis). For the purposes of this Section 11(d), the date as of which the Market Price per share constituting Common Stock Equivalents shall be computed shall be the earlier of (a) the first Business Day on which the Company shall be able to determine the Market Price per share constituting Common Stock Equivalents pursuant to the nearest whole share) which the aggregate consideration terms of a firm contract for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares or (b) the date of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the actual issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)Additional Shares.

Issuance of Additional Shares of Common Stock. (i) In For a period of eighteen (18) months following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the ---- number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In For a period of two (2) years following the Original Issue Date, in the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, andand KL2:2446076.2 (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through and (cb) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iic) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a, or (b) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dc) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (d) of this Section 4 or (y) no adjustment was required pursuant to subsection (d) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (c) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefor) pursuant nearest one-half cent in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following on or after the Original Issue Date Bridge Date, the Company shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (aincluding Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3(b) through (c) of this Section 4below), at a price per share less (the “Offering Price”) which is lower than the Warrant Reference Price then in effect or without considerationon the date of such issuance, then the number of shares of Common Stock to be received by the holder of this Warrant Price upon each such issuance the exercise hereof shall be adjusted to that price number determined by multiplying (a) the Warrant Price then in effect number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction: fraction (Ai) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (B) the number of shares of Common Stock issued in the subject transaction and (ii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, (ii) any issuance of Additional Shares of Common Stock plus the proceeds of which are immediately used for the repayment of all obligations of the Company under the Credit Agreement, and (iii) (A) the issuance of Common Stock upon the exercise of options outstanding on the date hereof and (B) the issuance of options after the date hereof for the purchase of up to 1,169,848 shares (subject to adjustments for stock splits, reverse stock splits, combinations and similar events) of Common Stock, and the issuance of Common Stock upon the exercise of such options, pursuant to the Company’s 2001 Long Term Stock Incentive Plan, the Harvest Natural Resources 2004 Long Term Incentive Plan, the Harvest Natural Resources 2006 Long Term Incentive Plan and the Harvest Natural Resources 2010 Long-Term Incentive Plan (collectively, the “Excluded Options”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number issuable upon exercise of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the this Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of giving effect to such Additional Shares of Common Stockadjustment. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsections (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In Commencing on the Original Issue Date and for a period of one (1) year thereafter, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at any time a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock. (ii) Commencing on the date that is one (1) year and one (1) day following the Original Issue Date Date, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (iiiii) No adjustment of the number of shares of Common Preferred Stock for which this Warrant shall be exercisable shall be made under paragraph paragraphs (i) and (ii) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following the Original Issue Date Company shall issue or sell any Additional Shares shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price Subsequent Issuance for a consideration per share that is less than either the Warrant Exercise Price then or the Current Market Price in effect or without consideration, then as of the Warrant Price upon each date of such issuance or sale, then, forthwith upon such issuance or sale, the Exercise Price shall be adjusted reduced to that the price determined calculated by multiplying the Warrant Price then in effect by a fraction: dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock Fully Diluted and Outstanding immediately prior to such Subsequent Issuance multiplied by the issuance Exercise Price as of the date of such Additional Shares of Common Stock Subsequent Issuance, plus (y) the aggregate consideration (determined in accordance with the provisions of SECTION 4(F) hereof), if any, received by the Company in connection with such Subsequent Issuance, by (B) the total number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Fully Diluted and Outstanding Common Stock immediately after the such Subsequent Issuance. The provisions of this SECTION 4(B) shall not apply to (i) any issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made an adjustment is provided for under paragraph SECTION 4(A) or (iii) of Section 4(d) upon the any issuance of any Additional Shares or sale of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such Purchase Rights or Convertible Securities to the extent that an adjustment shall previously have been previously made upon hereunder in connection with the issuance of such Common Stock Equivalents (Purchase Rights or upon the issuance of any warrant or other rights therefor) Convertible Securities pursuant to Section 4(e)the provisions of SECTION 4(C) hereof.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall case at any time following prior to the Original Issue Date date of the occurrence of the Initial Public Offering the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at for a price consideration per share less than the Warrant Price then in effect or without considerationExercise Price, then the Warrant Price upon each such issuance number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that price number determined by multiplying the Warrant Price then in effect number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction: fraction (Ai) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock issued and outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 5.1(d) immediately prior to the issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued, and (yii) the denominator of which shall be the number of shares of Common Stock (rounded issued and outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 5.1(d) immediately prior to the nearest whole share) which issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal the Exercise Price. The provisions of this Subsection 5.1(c) shall not apply to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the any issuance of such Additional Shares of Common Stock. (ii) Stock for which an adjustment is provided under Subsection 5.1(a). No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable comprising a Stock Unit shall be made under paragraph (i) of Section 4(d) this subsection upon the issuance of any Additional Shares of Common Stock which that are issued pursuant to the exercise of any Common Stock Equivalentswarrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(eSubsection 5.1(d).

Issuance of Additional Shares of Common Stock. (ia) In the event the Issuer shall If at any time following the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Current Market Price then in effect or without considerationat a time when there is a public market for the Common Stock, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be is exercisable shall be made under paragraph adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale by a fraction (iA) the numerator of Section 4(dwhich shall be the number of shares of Common Stock Outstanding immediately after such issue or sale, and (B) upon the issuance denominator of any which shall be the number of shares of Common Stock Outstanding immediately prior to such issue or sale plus the number of shares which the aggregate offering price of the total number of such Additional Shares of Common Stock which are issued pursuant would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the exercise number of any Common Stock Equivalents, if any shares for which this Warrant is exercisable prior to such adjustment shall previously have been made upon be adjusted by multiplying such Current Warrant Price by a fraction (X) the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale; and (Y) the denominator of which shall be the number of shares of Common Stock purchasable immediately after such issue or sale. (b) The provisions of paragraph (a) of this Section 4.3 shall not apply to any issuance of such Additional Shares of Common Stock Equivalents (for which an adjustment is provided under Section 4.1 or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e)4.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall If at any time following after January 22, 1996 the Original Issue Date Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without considerationCurrent Market Price, then the Current Warrant Price upon each such issuance shall be adjusted reduced to that a price determined by multiplying the Warrant Price then in effect by a fraction: dividing (A) the numerator of which shall be an amount equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yX) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale multiplied by the then existing Current Warrant Price, plus (rounded to Y) the nearest whole shareconsideration, if any, received by the Company upon such issuance or sale, by (B) which the aggregate consideration for the total number of shares of Common Stock Outstanding immediately after such issuance or sale and (ii) upon each adjustment of the Current Warrant Price as a result of the calculations made pursuant to this Section 4, each Warrant outstanding prior to the making of the adjustment in the Current Warrant Price shall thereafter be treated as that number of Warrants, and shall evidence the right to purchase, at the adjusted Current Warrant Price, that number of shares of Common Stock outstanding, obtained by (i) multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the adjustment by the Current Warrant Price in effect immediately prior to the adjustment, and (ii) dividing the product so obtained by the Current Warrant Price obtained immediately after such adjustment of the Current Warrant Price. (b) The provisions of paragraph (a) of Section 4.3 shall not apply to any issuance of Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of for which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) an adjustment is provided under Section 4.1 or 4.2. No adjustment of the number of shares of Common Stock for which this a Warrant shall be exercisable shall be made under paragraph (ia) of Section 4(d) 4.3 upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).Stock

Issuance of Additional Shares of Common Stock. (i) In If the event the Issuer shall Issuer, at any time following the Original Issue Date while this Warrant is outstanding, shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (Ai) the numerator of which shall be equal to the sum of (xA) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (yB) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (Bii) the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. . The provisions of this subsection (iid) shall not apply under any of the circumstances for which an adjustment is provided in subsection (a), (b) or (c) of this Section 4. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Price shall be made under paragraph this subsection (i) of Section 4(dd) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, Equivalent if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents Equivalent (x) any adjustment shall have been made pursuant to subsection (e) of this Section 4 or (Y) no adjustment was required pursuant to subsection (e) of this Section 4. No adjustment of the Warrant Price shall be made under this subsection (d) in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment, if any, which together with any adjustments so carried forward shall amount to $.01 per share or more, provided that upon any adjustment of the Warrant Price as a result of any dividend or distribution payable in Common Stock or Convertible Securities or the reclassification, subdivision or combination of Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or upon such figure as last adjusted) shall be adjusted (to the issuance of any warrant or other rights therefornearest one-half cent) pursuant in proportion to Section 4(e)the adjustment in the Warrant Price.

Issuance of Additional Shares of Common Stock. (i) In case the event the Issuer shall Company at any time following or from time to time after the Original Issue date hereof and prior to the Expiration Date shall issue any or sell Additional Shares of Common Stock (otherwise than as provided including Additional Shares of Common Stock deemed to be issued pursuant to Section 4.4.2 but excluding a dividend or distribution described in Section 4.1, with respect to which an adjustment to the foregoing subsections (anumber of shares of Common Stock issuable upon exercise of the Warrants and the Warrant Price shall be made pursuant to the terms of Section 4.1 and Section 4.3) through (c) of this Section 4), at without consideration or for a price consideration per share less than the Warrant Price then in effect immediately prior to such issue or without considerationsale, then then, and in each such case, the Warrant Price upon with respect to each unexercised Warrant shall be reduced, concurrently with such issue or sale, (x) if such issuance shall be adjusted or sale is on or prior to that September 11, 2016, to a price equal to the consideration payable for such Additional Shares (calculated to the nearest .001 of a cent, but not less than the par value of the Common Stock) and (y) if such issuance or sale is after September 11, 2016, to a price determined by multiplying the such Warrant Price then in effect by a fraction: (Aa) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (yi) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (rounded to ii) the nearest whole share) number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of such Additional Shares of Common Stock so issued or sold (or deemed issued or sold pursuant to Section 4.4.2) would purchase at a price per share equal to the such Warrant Price then in effectPrice, and (Bb) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock outstanding immediately after such issue or sale, provided, that for which the purposes of this Warrant shall be exercisable shall be made under paragraph Section 4.4.1, (ix) of Section 4(d) upon the issuance of immediately after any Additional Shares of Common Stock which are deemed to have been issued pursuant to the exercise of any Common Stock EquivalentsSection 4.4.2, if any such adjustment Additional Shares shall previously have been made upon the issuance of such Common Stock Equivalents be deemed to be outstanding, and (or upon the issuance of any warrant or other rights therefory) pursuant treasury shares shall not be deemed to Section 4(e)be outstanding.

Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without considerationconsideration (in which case such Additional Shares of Common Stock shall be deemed to have been issued at a price per share of $.00001), then the Warrant Price upon each such issuance shall be adjusted to that the price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of consideration per share paid for such Additional Shares of Common Stock plus (y) Stock, and the number of shares of Common Stock (rounded to the nearest whole share) for which this Warrant is exercisable shall be increased such that the aggregate consideration for Warrant Price payable hereunder, after taking into account the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to decrease in the Warrant Price then in effectPrice, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of aggregate Warrant Price prior to such Additional Shares of Common Stockadjustment. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which that are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. In case after the date hereof the Company shall (iexcept as hereinafter provided) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at for a price per share consideration less than the Warrant Current Market Price then in effect or without considerationper share, then the Warrant Exercise Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Exercise Price then in effect immediately prior to such event by a fraction: (A) : the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of full shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price the Current Market Price per share equal to the Warrant Price then in effectshare, and (B) and the denominator of which shall be equal to the number of shares of Outstanding Common Stock outstanding immediately after prior to the issuance of such Additional Shares of Common Stock. (ii) Stock plus the number of such Additional Shares of Common Stock so issued. The provisions of this Section 3.3 shall not apply to any Additional Shares of Common Stock which are distributed to holders of Common Stock as a stock dividend or subdivision, for which an adjustment is provided for under Section 3.2. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable Exercise Price shall be made under paragraph (i) of this Section 4(d) 3.3 upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalentswarrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall not have been required or previously have been made upon the issuance of such Common Stock Equivalents warrants, options or other subscription or purchase rights or upon the issuance of such Convertible Securities (or upon the issuance of any warrant warrants or other rights therefor) pursuant to Section 4(e)3.4 as measured on the date of issuance.