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

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as provided defined in Section 4(c)(iithe Subscription Agreement), in the event the Company shall issue or sell any additional shares of Common Stock for a no consideration or for consideration in an amount per additional share of Common Stock less than the Fair Market lowest Common Stock Purchase Price per Share calculated for any Closing (the "“Discounted per Share Price",” each such sale or issuance, a “Discounted Price Transaction” and the number of shares sold or issued in such Discounted Price Transaction the “Discounted Sale Volume”), then the Per Share Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be reduced adjusted, concurrently with such issuance, to a price equal to the Discounted per Share Price. For purposes . (ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of this subsection the Final Closing the Company shall issue or sell any shares of Common Stock in a Discounted Price Transaction, then (i)A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, the date as of which the Fair Market Price per Share of Common Stock numerator shall be the earlier sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the date upon which cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Warrant Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above. (iiiii) The provisions of paragraph (i) and (ii) of this Section 4(c6(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a6(a) or 4(b6(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 6(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities6(d). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. If the Issuer, at any --------------------------------------------- time 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: (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced equal to the Discounted per Share Price. For purposes sum of this subsection (i), A) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this Warrant shall remain unchanged after any adjustment such Additional Shares of Common Stock plus (B) 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 Exercise Market Value then in effect and the Warrant Price as provided then in this Section 4(c).effect, and (ii) the denominator 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. The provisions of Section 4(cthis subsection (d) shall not apply to (x) under any issuance of additional shares of Common Stock the circumstances for which an adjustment is provided under Section 4(a) or 4(bin subsections (a), (yb) the issuance of Warrant Shares, or (zc) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in this Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all 4. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this subsection (d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. Equivalent (ivx) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to subsection (e) of this Section 4(c)(iii4 or (Y) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable no adjustment was required pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue subsection (e) of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue this Section 4. No adjustment of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation Warrant Price shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrantsunder this subsection (d) in an amount less than $.01 per share, but not on any then outstanding Warrant Shares, on such lesser adjustment shall be carried forward and shall be made at the basis of (3) treating time and together with the number of additional shares of common stock or other propertynext subsequent adjustment, if any, theretofore actually issued which together with any adjustments so carried forward shall amount to $.01 per share or issuable pursuant to more, provided that upon any adjustment of the previous exercise Warrant Price as a result of any such warrants dividend or rights distribution payable in Common Stock or any such right of conversion Convertible Securities or exchangethe reclassification, as having been issued on the date subdivision or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares combination of Common Stock into a greater or other property are issuable under smaller number of shares, the foregoing figure of $.01 per share (or such warrants or rights or other convertible securities. (vifigure as last adjusted) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, adjusted (to the consideration received by nearest one-half cent) in proportion to the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and adjustment in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedWarrant Price.

Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as provided defined in Section 4(c)(iithe Subscription Agreement), in the event the Company shall issue or sell any additional shares of Common Stock (or other securities convertible into Common Stock) for a no consideration or for consideration in an amount per additional share of Common Stock (or other securities convertible into Common Stock) less than the Fair Market lowest Common Stock Purchase Price per Share calculated for any Closing (the "Discounted per Share Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), then the Per Share Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be reduced adjusted, concurrently with such issuance, to a price equal to the Discounted per Share Price. For purposes . (ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of this subsection the Final Closing the Company shall issue or sell any shares of Common Stock (i)or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the date Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the Fair Market Price per Share of Common Stock numerator shall be the earlier sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the date upon which cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Warrant Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above. (iiiii) The provisions of paragraph (i) and (ii) of this Section 4(c6(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a6(a) or 4(b6(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 6(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities6(d). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. If the Issuer, at any --------------------------------------------- time 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 lower of (x) the Warrant Price then in effect or (y) the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced equal to the Discounted per Share Price. For purposes sum of this subsection (i), A) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this Warrant shall remain unchanged after any adjustment such Additional Shares of Common Stock plus (B) 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 Exercise Market Value then in effect and the Warrant Price as provided then in this Section 4(c).effect; and (ii) the denominator 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. The provisions of Section 4(cthis subsection (d) shall not apply to (x) under any issuance of additional shares of Common Stock the circumstances for which an adjustment is provided under Section 4(a) or 4(bin subsections (a), (yb) the issuance of Warrant Shares, or (zc) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in this Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all 4. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this subsection (d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. Equivalent (ivx) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to subsection (e) of this Section 4(c)(iii4 or (y) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable no adjustment was required pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue subsection (e) of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue this Section 4. No adjustment of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation Warrant Price shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrantsunder this subsection (d) in an amount less than $.01 per share, but not on any then outstanding Warrant Shares, on such lesser adjustment shall be carried forward and shall be made at the basis of (3) treating time and together with the number of additional shares of common stock or other propertynext subsequent adjustment, if any, theretofore actually issued which together with any adjustments so carried forward shall amount to $.01 per share or issuable pursuant to more, provided that upon any adjustment of the previous exercise Warrant Price as a result of any such warrants dividend or rights distribution payable in Common Stock or any such right of conversion Convertible Securities or exchangethe reclassification, as having been issued on the date subdivision or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares combination of Common Stock into a greater or other property are issuable under smaller number of shares, the foregoing figure of $.01 per share (or such warrants or rights or other convertible securities. (vifigure as last adjusted) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, adjusted (to the consideration received by nearest one-half cent) in proportion to the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and adjustment in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedWarrant Price.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock for a consideration per additional share which is less than the Current Warrant Price at the time the Additional Shares of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price")are issued, then (i) the Per Share Exercise Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), x) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon exercise such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall remain unchanged after any be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) 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 of the Per Share Exercise Price as provided in this Section 4(c)made pursuant to clause (i) above. (b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) 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 (A) such Current Warrant Price by (B) a fraction, the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable 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, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this 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(c) 4.3 shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) 4.1 or 4(b), (y) Section 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant shall be exercisable shall be made under paragraph (a) or (b) of this Section 4.3 upon the issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such any warrants or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 4.5. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event In case the Company at any time or from time to time after the date hereof shall issue or sell any additional shares of Common Stock ("Additional Shares") for a consideration per additional share of Common Stock less than the Fair Current Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be Value in effect on the earlier of (i) the date upon on which the Company shall (a) enter enters into a firm contract for the issuance and sale of such shares Additional Shares (unless such contract specifies that the price will be determined at a later date, then such later date shall apply to this clause (i)) or (bii), the date of actual issuance or sale of such Additional Shares, then, in each such case, the Warrant Price in effect immediately prior to such date shall be reduced, concurrently with such issuance or sale, to a price (calculated to the nearest one cent) issue determined by multiplying such shares. The Warrant Price by a fraction (x) the numerator of which shall be the sum of (A) the number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). outstanding immediately prior to such issue or sale, plus (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (yB) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the aggregate consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise total number of such warrants Additional Shares so issued or other rights. The consideration for any additional sold would purchase at such Current Market Value, and (xi) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that (a) treasury shares shall not be deemed to be outstanding for purposes of this Section 5(d) and (b) the shares of Common Stock then issuable pursuant to the terms of any convertible securities shall be (i) the considerationWarrants dated February 3, if any1994, received by (ii) this Warrant and (iii) the other Warrant issued pursuant to the Management Agreement, dated as of March 31, 1999, between the Company for issuing warrants or other rights to subscribe for or purchase such convertible securitiesand Infinity, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for be outstanding immediately prior to and after such additional shares of Common Stock issue or convertible securities a consideration equal sale. Notwithstanding anything contained herein to the amount contrary, no adjustment to the Warrant Price shall be made pursuant to this Section 5(d) following the issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the exercise of any options or issuance of any shares under any options or purchase or other rights that are outstanding on or prior to the date hereof and that were issued pursuant to any of the Company's employee stock option, appreciation or purchase right plans, (xxii) the exercise of any options or purchase or other rights or the issuance of any shares under any options or rights that are granted after the date hereof, whether in accordance with the terms of any of the Company's employee stock option, appreciation or purchase right plans or otherwise, so long as the exercise price of any such option, warrant, subscription or purchase right is not less than the Market Price on the date that such grant is approved by the Company's Board of Directors or a duly authorized committee thereof or, if later, the date that such exercise price is established, (xxiii) the exercise of any other options, warrants or other subscription or purchase rights outstanding on or prior to the date hereof, including without limitation, (a) the Warrants dated February 3, 1994, (b) this Warrant and (c) the other Warrant issued pursuant to the Management Agreement, dated as of March 31 1999, between the Company and Infinity, (xxiv) the exercise of any conversion or exchange rights outstanding on or prior to the date hereof issued by the Company, (xxv) the exercise of any conversion or exchange rights issued by the Company after the date hereof, so long as the conversion or exchange price is not less than the Market Price on the date that such issuance is approved by the Board of Directors or a duly authorized committee thereof or, if later, the date that such conversion or exchange price is established or (xxvi) the issuance or sale of Additional Shares pursuant to a firmly underwritten public offering of such dividend so paid or satisfiedshares.

Issuance of Additional Shares of Common Stock. (i) Except In the event the Issuer shall at any time following the Original Issue Date sell or issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4(c)(ii)4) without consideration or at a price per share that is lower than the Per Share Market Value on the last Trading Day immediately preceding the earlier of the date of announcement of such sale or issuance and the date on which the price for such sale or issuance is agreed or fixed, in then the event the Company shall issue or sell any additional number of shares of Common Stock for a consideration per additional share which this Warrant is exercisable immediately after such sale or issuance shall be adjusted to equal the number determined by multiplying the number of shares of Common Stock less than for which this Warrant is exercisable immediately prior to such sale or issuance by a fraction, (i) the Fair Market Price per Share numerator of which shall be the number of shares of Common Stock outstanding immediately after such sale or issuance and (ii) the "Discounted per Share Price"), then denominator of which shall be (x) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance would purchase at such Per Share Exercise Market Value plus (y) the number of shares of Common Stock outstanding immediately prior to such sale or issuance. In such event, the Warrant Price shall be reduced adjusted to that price determined by multiplying the Discounted per Share Price. For purposes of this subsection (i)Warrant Price then in effect by a fraction, the date as numerator of which is the Fair Market Price per Share number of shares of Common Stock shall be issuable upon the earlier exercise of this Warrant before such adjustment, and the date upon denominator of which is the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The new number of shares of Common Stock issuable upon exercise of this Warrant determined in accordance with the immediately preceding sentence; provided, however, the Issuer shall remain unchanged after not enter into any adjustment transaction that would result in the Warrant Price to be adjusted pursuant to this Section 4(d) below $1.93 (the “Floor Price”), or such higher price that would apply so as not to require approval of the Per Share Exercise Price as issuance of the Warrant, the adjustments provided in this Section 4(c4(d) or Section 4(e) or the corresponding issuance of shares of Common Stock hereunder by the Issuer’s stockholders under the NYSE Alternext U.S. requirements or the applicable requirements of any other securities exchange or market on which the Common Stock is then listed or quoted or by any other Governmental Authority on of the date of such issuance (“Issuer Stockholder Approval”), unless Issuer Stockholder Approval is obtained for the adjustments provided in this Section 4(d) and Section 4(e) and the corresponding issuance of shares of Common Stock hereunder (provided that, for the avoidance of doubt, this Section 4(d) shall not be construed to prohibit the Warrant Price, Floor Price or such other price from being adjusted to reflect any other adjustments made in accordance with this Section 4 (other than adjustments pursuant to this Section 4(d) or Section 4(e))). (ii) The provisions No adjustment of Section 4(c) shall not apply to (x) any issuance the number of additional shares of Common Stock for which an adjustment is provided this Warrant shall be exercisable shall be made under paragraph (i) of this Section 4(a4(d) or 4(b), (y) upon the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares Additional Shares of Common Stock or any convertible securities, whether or not the rights which are issued pursuant to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of any Common Stock issuable pursuant to all Equivalents, if any such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue issuance of such Common Stock Equivalents (or upon the issuance of such convertible securities upon exercise of such warrants any warrant or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (ivtherefor) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities4(e). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except If, at any time prior to the first anniversary of the final Closing (as provided defined in Section 4(c)(iithe Subscription Agreement), in the event the Company shall issue or sell any additional shares of Common Stock in exchange for a consideration in an amount per additional share of Common Stock less than the Fair Market lowest Common Stock Purchase Price per Share calculated for any Closing (the "DISCOUNTED PRICE," each such sale or issuance a "DISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted per Share PricePrice Transaction the ")DISCOUNTED SALE VOLUME") other than Permitted Issuances, then (A) the Per Share Warrant Exercise Price then in effect shall be reduced adjusted so that it shall equal the price determined by multiplying the Warrant Exercise Price in effect immediately prior to the Discounted per Share Price. For purposes of this subsection (i)such event by a fraction, the date as of which the Fair Market Price per Share of Common Stock numerator shall be the earlier sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the date upon which cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Warrant Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above. (ii) The provisions of paragraph (i) of this Section 4(c6(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a6(a) or 4(b6(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 6(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii6(d) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 6(e). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall (except as hereinafter provided) issue or sell any additional Additional Shares of Common Stock and the consideration per Additional Share of Common Stock to be paid is less than the Applicable Price, then the number of shares of Common Stock for thereafter comprising a consideration per additional share Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock less than comprising a Stock Unit immediately prior to such adjustment by a fraction (a) the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price numerator of which shall be reduced the number of shares of Common Stock outstanding immediately prior to the Discounted per Share issuance of such Additional Shares of Common Stock PLUS the number of such Additional Shares of Common Stock so issued, and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the 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 the Applicable Price. For purposes of this subsection (i)SECTION 8.02, for all issuances of shares of Common Stock, the date as of which the Fair Market Applicable Price per Share of Common Stock shall be computed shall be the earlier of (i) the date upon on which the Company shall (a) enter into a firm contract for the issuance of such shares or Additional Shares of Common Stock (b) issue such shares. The provided that the number of shares of Common Stock issuable upon exercise comprising a Stock Unit shall not be adjusted unless and until such shares are actually issued) and (ii) the date of this Warrant actual issuance of such Additional Shares of Common Stock. Aggregate consideration for purposes of clause (b) in the preceding paragraph shall remain unchanged be determined as follows: in case any Additional Shares of Common Stock shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the Company therefor, after deduction of any accrued interest or dividends and before deducting any expenses incurred or any underwriting commissions or concessions or discounts or, in the case of a private placement thereof, finders' fees or commissions paid or allowed by the Company in connection therewith; in case any Additional Shares of Common Stock shall be issued or sold for a consideration other than cash payable to the Company, the consideration received therefor shall be deemed to be the Fair Value of such consideration, after deduction of any accrued interest or dividends and before deducting any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. Subject to SECTION 8.05 hereof, no further adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions number of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock comprising a Stock Unit shall be made under this SECTION 8.02 upon the issuance of any Additional Shares of Common Stock: (a) for which an adjustment is provided under Section 4(aSECTION 8.01 hereof; (b) which are issued pursuant to the conversion, exchange or 4(b)exercise of any Convertible Securities, (y) if any such adjustment shall previously have been made upon the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable Convertible Securities pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, SECTION 8.03 hereof; or (2c) the consideration per share for as a distribution or a dividend which shares of Common Stock are issuable pursuant to such warrants is distributed or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded declared and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made paid in connection accordance with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSECTION 9.02 hereof. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in In case after the event date hereof the Company shall issue or sell any additional shares Additional Shares of Common Stock for a consideration per additional share of Common Stock (i) less than the Fair then effective per share Warrant Price or (ii) less than the Current Market Price per Share (the "Discounted per Share Price")share, then the Per Share Exercise per share Warrant Price upon each such issuance shall be reduced adjusted to that price determined by multiplying the Discounted per Share share Warrant Price in effect immediately prior to such event by a fraction: (a) if issued for a consideration per share less than the then effective per share Warrant Price. For purposes of this subsection : (i), 1) the date as numerator of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the then effective per share Warrant Price, and (2) the denominator of which shall remain unchanged after any adjustment be the number of shares of Common Stock outstanding immediately prior to the Per Share Exercise Price as provided in this Section 4(c)issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. (iib) if issued for a consideration per share less than the Current Market Price per share of Common Stock: (1) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and (2) the denominator of which shall be the number of shares of 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. If such Additional Shares of Common Stock shall be issued at a price per share less than both the then effective per share Warrant Price and the Current Market Price per share of Common Stock, the per share Warrant Price shall be adjusted in the manner (i.e., pursuant to paragraph (a) or (b) above) which will result in the greatest reduction of the per share Warrant Price. The provisions of Section 4(c) this subparagraph shall not apply to (x) any issuance of additional shares 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 4(a) or 4(b), (y) 3.1. No adjustment of the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this Section 3.2 upon the actual issue issuance of such any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, to the extent any such convertible securities adjustment shall previously have been made upon exercise the issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable ) pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedSection 3.3.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock Stock, for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant Warant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) for any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i4(c) (i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted grated or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. If the Company at any time or from time to time subsequent to the date hereof (the "ORIGINAL ISSUE DATE"), issues or sells, or is deemed by the express provisions of this Section 3(d) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as provided in subsection (d)(iv) below, for an Effective Price (as hereinafter defined) less than the then-effective Stock Purchase Price, then and in each such case the then-effective Stock Purchase Price shall be reduced, but not increased as of the opening of business on the date of such issue or sale to a price determined by multiplying the then-effective Stock Purchase Price by a fraction (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced to (A) the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price deemed outstanding (as provided in this Section 4(c). defined below) immediately prior to such issue or sale plus (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (yB) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been the aggregate consideration received (as defined in subsection d(ii)) by the Company for the total number of Additional Shares of Common Stock so issued by virtue would purchase at such then-effective Stock Purchase Price, and (ii) the denominator of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation which shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or other property are issuable under such warrants or rights or other convertible securities. (vi) To sale plus the extent that any additional total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock or any convertible securities or any warrants or other rights deemed to subscribe for or purchase any additional be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then-outstanding shares of Preferred Stock of the Company could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through the exercise or any conversion of all other rights, options and convertible securities shall be issued for cash considerationthen exercisable or convertible on the day immediately preceding the given date. (i) For the purpose of making any adjustment required under this Section 3(d), the consideration received by the Company therefor for any issue or sale of securities shall (A) to the extent it consists of cash, be computed at the net amount of the cash received by the Company thereforafter deduction of any underwriting or similar commissions, or, if such additional shares of Common Stock compensation or convertible securities are offered concessions paid or allowed by the Company for subscription, the subscription price, or, if in connection with such additional shares issue or sale but without deduction of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred payable by the Company for and in the underwriting ofCompany, or otherwise in connection with, the issuance thereof). To (B) to the extent that such issuance shall be for a consideration it consists of property other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be computed at the fair value of such consideration at the time of such issuance that property as determined in good faith by the Board of Directors (including a majority of the Series B Directors (as defined in the Company. In case any additional shares 's Restated Certificate of Incorporation)), and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined or rights or options to purchase either Additional Shares of Common Stock or any convertible Convertible Securities are issued or sold together with other stock or securities or any warrants or other rights to subscribe for or purchase such additional shares assets of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securitiesfor a consideration which covers both, be computed as the amount portion of the consideration therefor shall so received that may be deemed to be the fair value, as reasonably determined in good faith by the Board of Directors (including a majority of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine Series B Directors) to be attributable allocable to such additional shares Additional Shares of Common Stock, convertible securitiesConvertible Securities or rights or options. (ii) For the purpose of the adjustment required under this Section 3(d), warrants if the Company issues or sells any rights or options for the purchase of, or stock or other rightssecurities convertible into or exchangeable for, Additional Shares of Common Stock (such convertible or exchangeable stock or securities being herein referred to as "CONVERTIBLE SECURITIES") whether or not such rights or options or the right to convert or exchange any such convertible securities are immediately exercisable, and if the Effective Price of such Additional Shares of Common Stock is less than the then-effective Stock Purchase Price, in each case may be. The consideration for any additional shares the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable pursuant upon exercise or conversion or exchange thereof and to any warrants or other rights to subscribe have received as consideration for or purchase the same shall be the consideration received by the Company for issuing issuance of such warrants or other rights plus the additional consideration payable shares an amount equal to the Company upon exercise total amount of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase issuance of such convertible securitiesrights or options or Convertible Securities, plus plus, in the additional case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the right of conversion or exchange in such convertible securities. In case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; PROVIDED, THAT, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; PROVIDED, FURTHER, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the then-effective Stock Purchase Price, as adjusted upon the issuance at any time of any additional shares such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock or convertible securities in payment or satisfaction on the exercise of any dividends such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the then-effective Stock Purchase Price, as adjusted upon any class the issuance of stock other than such rights, options or Convertible Securities shall be readjusted to the Stock Purchase Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company shall be deemed to have upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such additional shares of Common Stock or convertible securities a consideration equal to Convertible Securities) on the amount conversion of such dividend so paid or satisfiedConvertible Securities, PROVIDED THAT such readjustment shall not apply to prior conversions of Preferred Stock.

Issuance of Additional Shares of Common Stock. If the Issuer, at any --------------------------------------------- time 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: (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced equal to the Discounted per Share Price. For purposes sum of this subsection (i), A) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this Warrant shall remain unchanged after any adjustment such Additional Shares of Common Stock plus (B) 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 Exercise Market Value then in effect and the Warrant Price as provided then in this Section 4(c).effect, and (ii) the denominator 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. The provisions of Section 4(cthis subsection (d) shall not apply to (x) under any issuance of additional shares of Common Stock the circumstances for which an adjustment is provided under Section 4(a) or 4(bin subsections (a), (yb) the issuance of Warrant Shares, or (zc) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in this Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all 4. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this subsection (d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. Equivalent (ivx) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to subsection (e) of this Section 4(c)(iii4 or (y) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable no adjustment was required pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue subsection (e) of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue this Section 4. No adjustment of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation Warrant Price shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrantsunder this subsection (d) in an amount less than $.01 per share, but not on any then outstanding Warrant Shares, on such lesser adjustment shall be carried forward and shall be made at the basis of (3) treating time and together with the number of additional shares of common stock or other propertynext subsequent adjustment, if any, theretofore actually issued which together with any adjustments so carried forward shall amount to $.01 per share or issuable pursuant to more; provided that upon -------- any adjustment of the previous exercise Warrant Price as a result of any such warrants dividend or rights distribution payable in Common Stock or any such right of conversion Convertible Securities or exchangethe reclassification, as having been issued on the date subdivision or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares combination of Common Stock into a greater or other property are issuable under smaller number of shares, the foregoing figure of $.01 per share (or such warrants or rights or other convertible securities. (vifigure as last adjusted) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, adjusted (to the consideration received by nearest one-half cent) in proportion to the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and adjustment in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedWarrant Price.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall issue or sell (i) any additional shares Additional Shares of Common Stock in exchange for a consideration in an amount per additional Additional Share of Common Stock less than the Fair Market Value Per Share of Common Stock at the time the Additional Shares of Common Stock are issued or sold or (ii) any Convertible Securities having an exercise price or Conversion Price (as defined below) in an amount per share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Value Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be at the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance time of such shares issuance or (b) issue such shares. The sale, then the number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment be adjusted to equal the product obtained by multiplying the number of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment this Warrant is provided under Section 4(aexercisable immediately prior to such issuance or sale by a fraction (a) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or 4(b), sale (assuming the conversion or exercise of all such Convertible Securities) and (b) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus either (x) 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 Fair Market Value Per Share or (y) the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock which could be purchased if the exercise price of such Convertible Security or any convertible securitiesthe Conversion Price of such Convertible Security (as applicable) were set at the then Fair Market Value Per Share. Thereupon, whether or not the rights to exchange or convert thereunder are immediately exercisable, and Exercise Price shall be correspondingly reduced so that the price per share aggregate Exercise Price for which all shares of Common Stock is covered hereby shall remain unchanged. No adjustments shall be made upon the exercise or conversion of Convertible Securities. For purposes of this paragraph, (i) the term "Additional Shares of Common Stock" means any shares of Common Stock issued by the Company after the Closing Date other than Warrant Stock or stock issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined options granted to be at a Discounted per Share PriceThomxx X. Xxxxxxx xxxore August 30, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding1991, (ii) the price per share for such additional shares of term "Convertible Securities" means all options, warrants or securities exercisable for, all rights to subscribe for, and all securities which are convertible into or exchangeable for, Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of term "Conversion Price" means, with respect to any Convertible Security, the consideration, if any, payable price paid for such warrants or other rights as of Convertible Security divided by the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at into which such additional shares of Common Stock are available to holders of such Convertible Security is convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of on the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securitiesConvertible Security. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in (except as hereinafter provided) issue or sell any manner (Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, including, without limitation, any shares of Common Stock issued by the Company upon the conversion of the Call Debentures (as defined in the Convertible Note Purchase Agreement) or (b) if on any Conversion Date (as defined in the Convertible Note Purchase Agreement) there are Call Debentures outstanding and the Ramius Conversion Price (as defined in the Convertible Note Purchase Agreement) is below the Current Warrant Price (regardless of whether any shares of Common Stock have been issued to holders of The Call Debentures) then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying (A) the Current Warrant Price by (B) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued, 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, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant 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 pursuant to clause (i) above. For purposes of this Section 4.3 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional issuance of shares of Common Stock or any convertible securitiesof rights, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such securities convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional into shares of Common Stock shall be deemed to be equal to the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all sum of the considerationaggregate 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 for upon exercise or conversion of any such rights, warrants or other rights as and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the actual issuance thereof. No further adjustments of the Per Share Exercise Price exercise or conversion price thereof is reduced, such aggregate amount shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, recalculated and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Current Warrant Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum and number of additional shares of Common Stock issuable upon for which the conversion or exchange of all Warrant is exercisable adjusted retroactively to give effect to such convertible securities shall be deemed to have been issued and outstandingreduction. If Common Stock is sold as a unit with other securities, (ii) the price per share of aggregate consideration received for such additional shares of Common Stock shall be deemed to be net of the lowest price Fair Market Value of such other securities. Notwithstanding anything to the contrary contained herein, (i) in calculating any range of prices at which such additional adjustment to the Current Warrent Price pursuant to clause (b) above, once shares of Common Stock are available to holders of such convertible securities, and (iii) actually issued upon the Company shall have received all conversion of the consideration payable thereforCall Debentures, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which only those shares of Common Stock are that remain issuable pursuant to such warrants or rights, or such other convertible securities, under those Call Debentures which have not yet been converted shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded taken into consideration and annulled and (ii) on any date that the additional Company issues any shares of Common Stock which were deemed pursuant to have been issued by virtue of the computation made in connection with Call Debentures, the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant SharesCompany shall, on the basis of same date, deliver a notice to the Collateral Agent (3as defined in the Convertible Note Purchase Agreement) treating specifying whether any adjustment to the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable Conversion Price will be required pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, this Section 4.3 as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time a result of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesissuance. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. If, after the date hereof, the Borrower shall (iexcept as hereinafter provided) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares Additional Shares of Common Stock for a consideration (i) less than the Conversion Price then in effect, or (ii) less than the Current Market Price of such shares then in effect, then the Conversion Price upon each such issuance shall be adjusted to that price determined by multiplying the Conversion Price in effect immediately prior to such event by a fraction: (1) if issued for a consideration per additional share less than the Conversion Price per share of Common Stock less than then in effect: (a) the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as numerator of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this Warrant 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 the then effective Conversion Price, and (b) the denominator of which shall remain unchanged after any adjustment be the number of shares of Common Stock outstanding immediately prior to the Per Share Exercise Price as provided in this Section 4(c)issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. (ii2) if issued for a consideration per share less than the Current Market Price per share of Common Stock: (a) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and (b) the denominator of which shall be the number of shares of 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. If such Additional Shares of Common Stock shall be issued at a price per share less than both the effective Conversion Price and the Current Market Price per share of Common Stock, the Conversion Price shall be adjusted in the manner which will result in the greatest reduction of the Conversion Price. The provisions of Section 4(c) this paragraph shall not apply to (x) any issuance of additional shares 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 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all paragraph A above. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Conversion Price shall be made under this paragraph upon the actual issue issuance of such any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, to the extent such convertible securities adjustment shall previously have been made (or determined not to be required) upon exercise the date of issuance of such warrants or other rights or upon the actual issue date of issuance of such Common Stock Convertible Securities (or upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable ) pursuant to any warrants paragraphs C or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise D of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedthis SS.7.4.

Issuance of Additional Shares of Common Stock. (i) Except In the event the Issuer shall at any time following the Original Issue Date and prior to a Release Event (as defined below) issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4(c)(ii4), in the event the Company shall issue or sell any additional shares of Common Stock for at a consideration price per additional share of Common Stock less than the Fair Market Warrant Price per Share (the "Discounted per Share Price")then in effect or without consideration, then the Per Share Exercise Warrant Price upon each such issuance shall be reduced adjusted to the Discounted price equal to the consideration per Share Priceshare paid for such Additional Shares of Common Stock. For purposes of this subsection (i)Upon and after a Release Event, the date as price shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (A) the numerator of which shall be equal to the Fair Market Price per Share sum of (x) the number of shares of Outstanding Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for immediately prior to the issuance of such shares or Additional Shares of Common Stock plus (by) issue such shares. The the number of shares of Common Stock issuable upon exercise (rounded to the nearest whole share) which the aggregate consideration for the total number of this 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 remain unchanged be equal to the number of shares of Outstanding Common Stock immediately after any adjustment the issuance of the Per Share Exercise Price as provided in this Section 4(c)such Additional Shares of Common Stock. (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an No adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under paragraph (i) of Section 4(d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise or conversion 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 such convertible securities upon exercise of such warrants any warrant or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made therefor pursuant to Section 4(c)(iiiSections 4(e) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights4(f), or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in Permitted Issuances. The term “Release Event” means, with respect to the holder’s Warrant Stock, the date on which the Company issues any securitiesfiles a Form 8-K with the Commission disclosing the Company’s receipt of written notice from the U.S. Food and Drug Administration regarding the granting the Issuer the right to commercialize and market (i.e., the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors formal approval of the Company, Issuer’s Pre-Market Application for) its OrCel product for the treatment of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedvenous leg ulcers.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock for a consideration per additional share which is less than the Current Warrant Price at the time the Additional Shares of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price")are issued, then (i) the Per Share Exercise Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), x) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon exercise such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall remain unchanged after any be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) 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 of the Per Share Exercise Price as provided in this Section 4(c)made pursuant to clause (i) above. (b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (x) number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) 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 (A) such Current Warrant Price by (B) a fraction, the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable 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, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this 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(c) 4.3 shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) 4.1 or 4(b), (y) Section 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant shall be exercisable shall be made under paragraph (a) or (b) of this Section 4.3 upon the -9- issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such any warrants or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 4.5. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii)If, in after the event date hereof, the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock for a consideration (i) less than the per additional share Warrant Price then in effect, or (ii) less than the Current Market Price of such shares then in effect, then the per share Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the per share Warrant Price in effect immediately prior to such event by a fraction: (1) if issued for a consideration per share less than the Warrant Price per share of Common Stock less than then in effect: (a) the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as numerator of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this 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 the then effective per share Warrant Price, and (b) the denominator of which shall remain unchanged after any adjustment be the number of shares of Common Stock outstanding immediately prior to the Per Share Exercise Price as provided in this Section 4(c)issuance of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued. (ii2) if issued for a consideration per share less than the Current Market Price per share of Common Stock: (a) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of full shares of Common Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price per share, and (b) the denominator of which shall be the number of shares of 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. If such Additional Shares of Common Stock shall be issued at a price per share less than both the effective Warrant Price and the Current Market Price per share of Common Stock, the Warrant Price shall be adjusted in the manner which will result in the greatest reduction of the Warrant Price. The provisions of Section 4(c) this paragraph shall not apply to (x) any issuance of additional shares 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 4(a) or 4(b), (y) paragraph A above. No adjustment of the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this paragraph upon the actual issue issuance of such any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, to the extent such convertible securities adjustment shall previously have been made (or determined not to be required) upon exercise the date of issuance of such warrants or other rights or upon the actual issue date of issuance of such Common Stock Convertible Securities (or upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable ) pursuant to any warrants paragraphs C or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise D of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedthis SS.3.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock Stock, other than Permitted Issuances, in exchange for a consideration in an amount per additional share Additional Share of Common Stock less than the Fair Market Current Warrant Price per Share (at the "Discounted per Share Price")time the Additional Shares of Common Stock are issued, then (i) the Per Share Exercise Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), x) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price, plus (y) the consideration, if any, received by the Company upon exercise such issue or sale, by (B) the total number of shares of Common Stock Outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall remain unchanged after any 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 of the Per Share Exercise Price as provided in this Section 4(c)made pursuant to clause (i) above. (b) If at any time the 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 less than the Current Market Price, then (i) the 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 is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, 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(c) 4.3 shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) 4.1 or 4(b), (y) 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant shall be exercisable shall be made under paragraph (a) or (b) of Section 4.3 upon the issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such any warrants or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 4.5 herein. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event If the Company shall (except as hereinafter provided) at any time issue or sell any additional shares Additional Shares of Common Stock in exchange for a consideration in an amount per additional share Additional Share of Common Stock less than the Fair Market Current Warrant Price per Share (at the "Discounted per Share Price")time the Additional Shares of Common Stock are issued, then (i) the Per Share Exercise Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), x) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b)Price, plus (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants upon such issue or other rights to subscribe for or purchase such convertible securitiessale, plus by (B) the consideration paid or payable to the Company in respect total number of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock Outstanding immediately after such issue or convertible securities in payment or satisfaction sale; and (ii) the number of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or convertible securities 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 pursuant to clause (i) above. (b) If the Company shall (except as hereinafter provided) 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 Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the 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 consideration equal 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, in exchange for consideration in an amount per Additional Shares of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, 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 dividend so paid or satisfiedadjustment.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock Stock, for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant Warant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) for any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted grated or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except For a period of three (3) 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 (b) through (d)) of this Section 4(c)(ii4), 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 same price as the Additional Shares of Common Stock. (ii) For a period of two (2) years following the three-year period described above in the foregoing subsection (f)(i), in the event the Company Issuer shall at any time following the Original Issue Date issue or sell any additional shares Additional Shares of Common Stock for (otherwise than as provided in the foregoing subsections (b) through (e)) of this Section 4), at a consideration price per additional share of Common Stock less than the Fair Market Warrant Price per Share (the "Discounted per Share Price")then in effect or without consideration, then the Per Share Exercise Warrant Price upon each such issuance shall be reduced 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 Discounted per Share Price. For purposes sum of this subsection (i), x) the date as number of which the Fair Market Price per Share shares of Outstanding Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for immediately prior to the issuance of such shares or Additional Shares of Common Stock plus (by) issue such shares. The the number of shares of Common Stock issuable upon exercise (rounded to the nearest whole share) which the aggregate consideration for the total number of this 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 remain unchanged be equal to the number of shares of Outstanding Common Stock immediately after any the issuance of such Additional Shares of Common Stock. (iii) No adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions number of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided this Warrant shall be exercisable shall be made under Section 4(aparagraph (i) or 4(b), (yii) of Section 4(f) upon the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares Additional Shares of Common Stock or any convertible securities, whether or not the rights which are issued pursuant to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of any Common Stock issuable pursuant to all Equivalents, if any such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue issuance of such Common Stock Equivalents (or upon the issuance of such convertible securities upon exercise of such warrants any warrant or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (ivtherefore) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities4(g). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock Stock, other than Permitted Issuances, for a consideration in an amount per additional share Additional Share of Common Stock less than the Fair Adjusted Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), ) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged 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 any adjustment 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 Per Share Exercise total number of such Additional Shares of Common Stock would purchase at the Adjusted Market Price; and (ii) the Current Warrant Price as provided in to the number of shares for which this Section 4(c)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. (iib) The provisions of paragraph (a) of Section 4(c) 4.3 shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) 4.1 or 4(b), (y) which is subject to Section 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant shall be exercisable shall be made under paragraph (a) of Section 4.3 upon the issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such any warrants or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 4.5. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (a) (i) Except as provided in Section 4(c)(ii), in If at any time after the event Closing Date the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock Stock, other than Permitted Issuances, for a consideration in an amount per additional share Additional Share of Common Stock less than the Fair Current Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Current Warrant Price shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), X) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable Outstanding immediately prior to such issuance or sale multiplied by the then existing Current Warrant Price, plus (Y) the consideration, if any, received by the Company upon exercise such issuance or sale, by (B) the total number of this Warrant shall remain unchanged shares of Common Stock Outstanding immediately after any such issuance or sale and (ii) upon each adjustment of the Per Share Exercise Current Warrant Price as provided in a result of the calculations made pursuant to this Section 4(c)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, 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. (iib) The provisions of paragraph (a) of Section 4(c) 4.3 shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) 4.1 or 4(b), (y) 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which a Warrant shall be exercisable shall be made under paragraph (a) of Section 4.3 upon the issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such any warrants or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, made (iior if no adjustment was required) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 4.5. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in (except as hereinafter provided) issue or sell any manner (Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock 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 at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying the Current Warrant Price by (A) a fraction, the numerator of which shall be the sum of (x) the number of shares of 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 (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 for which this Warrant 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 pursuant to clause (i) above. For purposes of this Section 4.5 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional issuance of shares of Common Stock or any convertible securitiesof rights, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such securities convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional into shares of Common Stock shall be deemed to be equal to the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all sum of the consideration, if any, aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (ivto third parties) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.,

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii)For the period commencing on the Original Issue Date and ending on the two (2) year anniversary of the Original Issue Date, in the event the Company 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 sell 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. (b) For the period commencing on the two (2) year anniversary of the Original Issue Date and ending on the Termination Date, in the event the Issuer shall issue any additional 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 then in effect shall multiplied 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 a consideration per additional share the total number of such Additional Shares of Common Stock less than so issued would purchase at a price per share equal to the Fair Market Warrant Price per Share then in effect and (b) the "Discounted per Share Price"), then the Per Share Exercise Price denominator of which shall be reduced equal to the Discounted per Share Pricenumber of shares of outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. For purposes of this subsection (i)Section, the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of all shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any options outstanding immediately prior to such issue or upon conversion of Convertible Securities (as defined below) (including Series A Convertible Preferred Stock of the Company, par value $.001 per share) outstanding immediately prior to such issue are deemed outstanding. No adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions number of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under this Warrant shall be exercisable shall be made pursuant to this Section 4(a4(d)(ii) or 4(b), (y) upon the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares Additional Shares of Common Stock or any convertible securities, whether or not the rights which are issued pursuant to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of any Common Stock issuable pursuant to all Equivalents, if any such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue issuance of such Common Stock Equivalents (or upon the issuance of such convertible securities upon exercise of such warrants any warrant or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (ivtherefor) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities4(e). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. If the Company, at any time 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: (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced equal to the Discounted per Share Price. For purposes sum of this subsection (i), A) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this such Additional Shares of Common Stock plus (B) 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 shall remain unchanged after any adjustment of the Per Share Exercise Price as provided then in this Section 4(c).effect, and (ii) the denominator 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. The provisions of Section 4(cthis subsection (d) shall not apply to (x) under any issuance of additional shares of Common Stock the circumstances for which an adjustment is provided under Section 4(a) or 4(bin subsection (a), (yb) the issuance of Warrant Shares, or (zc) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in this Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all 4. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this subsection (d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. Equivalent (ivx) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to subsection (e) of this Section 4(c)(iii4 or (y) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable no adjustment was required pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue subsection (e) of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue this Section 4. No adjustment of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation Warrant Price shall be made of under this subsection (d) in an amount (A) that results in the effect of such rights Warrant Price being less than $1.15 per share or options or other convertible securities on the then outstanding Warrants(B) less than $.01 per share, but not on any then outstanding Warrant Shares, on such lesser adjustment shall be carried forward and shall be made at the basis of (3) treating time and together with the number of additional shares of common stock or other propertynext subsequent adjustment, if any, theretofore actually issued which together with any adjustments so carried forward shall amount to $.01 per share or issuable pursuant to more, provided that upon any adjustment of the previous exercise Warrant Price as a result of any such warrants dividend or rights distribution payable in Common Stock or any such right of conversion Convertible Securities or exchangethe reclassification, as having been issued on the date subdivision or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares combination of Common Stock into a greater or other property are issuable under smaller number of shares, the foregoing figure of $.01 per share (or such warrants or rights or other convertible securities. (vifigure as last adjusted) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, adjusted (to the consideration received by nearest one-half cent) in proportion to the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and adjustment in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedWarrant Price.

Issuance of Additional Shares of Common Stock. (i) Except If, at any time prior to the first anniversary of the final Closing (as provided defined in Section 4(c)(iithe Subscription Agreement), in the event the Company shall issue or sell any additional shares of Common Stock in exchange for a consideration in an amount per additional share of Common Stock less than the Fair Market lowest Common Stock Purchase Price per Share calculated for any Closing (the "DISCOUNTED PRICE," each such sale or issuance a "DISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted per Share PricePrice Transaction the ")DISCOUNTED SALE VOLUME") other than Permitted Issuances, then (A) the Per Share Warrant Exercise Price then in effect shall be reduced adjusted so that it shall equal the price determined by multiplying the Warrant Exercise Price in effect immediately prior to the Discounted per Share Price. For purposes of this subsection (i)such event by a fraction, the date as of which the Fair Market Price per Share of Common Stock numerator shall be the earlier sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the date upon which cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Warrant Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resul1ting from the adjustment made pursuant to clause (A) above. (ii) The provisions of paragraph (i) of this Section 4(c6(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a6(a) or 4(b6(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 6(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii6(d) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 6(e). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in (except as hereinafter provided) issue or sell any manner (Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying (A) the Current Warrant Price by (B) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock 14 so issued, 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, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant 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 pursuant to clause (i) above. For purposes of this Section 4.3 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional issuance of shares of Common Stock or any convertible securitiesof rights, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such securities convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional into shares of Common Stock shall be deemed to be equal to the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all sum of the considerationaggregate 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 for upon exercise or conversion of any such rights, warrants or other rights as and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the actual issuance thereof. No further adjustments of the Per Share Exercise Price exercise or conversion price thereof is reduced, such aggregate amount shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, recalculated and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Current Warrant Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum and number of additional shares of Common Stock issuable upon for which the conversion or exchange of all Warrant is exercisable adjusted retroactively to give effect to such convertible securities shall be deemed to have been issued and outstandingreduction. If Common Stock is sold as a unit with other securities, (ii) the price per share of aggregate consideration received for such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all net of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion Fair Market Value of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii)If, in at any time prior to the event exercise of the Warrants the Company shall issue or sell any additional shares of Common Stock in exchange for a consideration in an amount per additional share of Common Stock less than the Fair Market Price per Share Convertible Preferred Stock Conversion Price, as defined in the Company's Series A Convertible Preferred Stock and Series B Convertible Preferred Certificate of Designation (the "Discounted per Share Price," each such sale or issuance a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), other than Permitted Issuances, then (A) the Per Share Warrant Exercise Price then in effect shall be reduced adjusted so that it shall equal the price determined by multiplying the Warrant Exercise Price in effect immediately prior to the Discounted per Share Price. For purposes of this subsection (i)such event by a fraction, the date as of which the Fair Market numerator shall be the sum of the amount of Common Stock outstanding immediately before such Discounted Price per Share Transaction, plus the quotient obtained by dividing the total proceeds of such Discounted Price Transaction by such Convertible Preferred Stock Conversion Price, and of which the denominator shall be the amount of Common Stock outstanding immediately following such exercise (for purposes of determining the amount of Common Stock outstanding, all outstanding securities exercisable for or convertible into Common Stock shall be deemed to have been so exercised or converted), and (B) the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Warrant Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above. (ii) The provisions of paragraph (i) of this Section 4(c6(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a6(a) or 4(b6(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 6(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii6(d) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 6(e). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. If the Issuer, at any time 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 Price 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: (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced equal to the Discounted per Share Price. For purposes sum of this subsection (i), A) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this Warrant shall remain unchanged after any adjustment such Additional Shares of Common Stock plus (B) 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 Exercise Price as provided and the Warrant Price then in this Section 4(c). effect, and (ii) the denominator 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. The provisions of Section 4(cthis subsection (d) shall not apply to (x) under any issuance of additional shares of Common Stock the circumstances for which an adjustment is provided under Section 4(a) or 4(bin subsections (a), (yb) the issuance of Warrant Shares, or (zc) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in this Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all 4. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this subsection (d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. Equivalent (ivx) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to subsection (e) of this Section 4(c)(iii4 or (Y) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable no adjustment was required pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue subsection (e) of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue this Section 4. No adjustment of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation Warrant Price shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrantsunder this subsection (d) in an amount less than $.01 per share, but not on any then outstanding Warrant Shares, on such lesser adjustment shall be carried forward and shall be made at the basis of (3) treating time and together with the number of additional shares of common stock or other propertynext subsequent adjustment, if any, theretofore actually issued which together with any adjustments so carried forward shall amount to $.01 per share or issuable pursuant to more, provided that upon any adjustment of the previous exercise Warrant Price as a result of any such warrants dividend or rights distribution payable in Common Stock or any such right of conversion Convertible Securities or exchangethe reclassification, as having been issued on the date subdivision or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares combination of Common Stock into a greater or other property are issuable under smaller number of shares, the foregoing figure of $.01 per share (or such warrants or rights or other convertible securities. (vifigure as last adjusted) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, adjusted (to the consideration received by nearest one-half cent) in proportion to the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and adjustment in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedWarrant Price.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event the If at any time Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock Stock, other than Permitted Issuances, in exchange for a consideration in an amount per additional share Additional Share of Common Stock less than the Fair Market Current Warrant Price per Share (at the "Discounted per Share Price")time the Additional Shares of Common Stock are issued, then (i) the Per Share Exercise Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), x) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b)Price, plus (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon such issue or sale, by (B) the exercise total number of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock Outstanding immediately after such issue or convertible securities in payment or satisfaction sale; and (ii) the number of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or convertible securities 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 pursuant to clause (i) above. (b) If at any time Company shall (except as hereinafter provided) at any time issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then (i) the 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 consideration equal 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 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 Share of such dividend so paid or satisfied.Common Stock which

Issuance of Additional Shares of Common Stock. If the Issuer, at any time 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 lower of (x) the Warrant Price then in effect or (y) the Per Share Market Value then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price then in effect by a fraction: (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares numerator of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price which shall be reduced equal to the Discounted per Share Price. For purposes sum of this subsection (i), A) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise outstanding immediately prior to the issuance of this Warrant shall remain unchanged after any adjustment such Additional Shares of Common Stock plus (B) 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 Exercise Market Value then in effect and the Warrant Price as provided then in this Section 4(c).effect; and (ii) the denominator 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. The provisions of Section 4(cthis subsection (d) shall not apply to (x) under any issuance of additional shares of Common Stock the circumstances for which an adjustment is provided under Section 4(a) or 4(bin subsections (a), (yb) the issuance of Warrant Shares, or (zc) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in this Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all 4. No adjustment of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Warrant Price shall be made under this subsection (d) upon the actual issue issuance of any Additional Shares of Common Stock which are issued pursuant to any Common Stock Equivalent if upon the issuance of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. Equivalent (ivx) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to subsection (e) of this Section 4(c)(iii4 or (y) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable no adjustment was required pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue subsection (e) of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue this Section 4. No adjustment of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation Warrant Price shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrantsunder this subsection (d) in an amount less than $.01 per share, but not on any then outstanding Warrant Shares, on such lesser adjustment shall be carried forward and shall be made at the basis of (3) treating time and together with the number of additional shares of common stock or other propertynext subsequent adjustment, if any, theretofore actually issued which together with any adjustments so carried forward shall amount to $.01 per share or issuable pursuant to more, provided that upon any adjustment of the previous exercise Warrant Price as a result of any such warrants dividend or rights distribution payable in Common Stock or any such right of conversion Convertible Securities or exchangethe reclassification, as having been issued on the date subdivision or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares combination of Common Stock into a greater or other property are issuable under smaller number of shares, the foregoing figure of $.01 per share (or such warrants or rights or other convertible securities. (vifigure as last adjusted) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, adjusted (to the consideration received by nearest one-half cent) in proportion to the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and adjustment in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedWarrant Price.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the Company shall issue or sell any additional shares of Common Stock for a consideration per additional share of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in (except as hereinafter provided) issue or sell any manner (Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by multiplying (A) the Current Warrant Price by (B) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the then applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued, 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, multiplied by the Adjustment Price; and (ii) the number of shares of Common Stock for which this Warrant 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 pursuant to clause (i) above. For purposes of this Section 4.3 and for the purposes of making adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price as provided in this Section 4, the aggregate consideration receivable by the Company in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional issuance of shares of Common Stock or any convertible securitiesof rights, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such securities convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional into shares of Common Stock shall be deemed to be equal to the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all sum of the considerationaggregate 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 for upon exercise or conversion of any such rights, warrants or other rights as and convertible securities into shares of Common Stock. If, subsequent to the date of issuance of such rights, warrants or Convertible Securities, the actual issuance thereof. No further adjustments of the Per Share Exercise Price exercise or conversion price thereof is reduced, such aggregate amount shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, recalculated and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Current Warrant Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum and number of additional shares of Common Stock issuable upon for which the conversion or exchange of all Warrant is exercisable adjusted retroactively to give effect to such convertible securities shall be deemed to have been issued and outstandingreduction. If Common Stock is sold as a unit with other securities, (ii) the price per share of aggregate consideration received for such additional shares of Common Stock shall be deemed 14 to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all net of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion Fair Market Value of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii)If, in the event at any time, the Company shall issue or sell any additional shares Additional Shares of Common Stock Stock, other than Permitted Issuances, for a consideration in an amount per additional share of Common Stock less than the Fair average Current Market Price per Share (for the "Discounted per Share Price")thirty Trading Days preceding the date of issuance, then the Per Share Exercise Price shall be reduced to the Discounted per Share Price. For purposes of this subsection (i), ) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment 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 issuance or sale by a fraction (A) the numerator of which shall be the number of shares of Fully Diluted Outstanding Common Stock immediately following such issuance or sale and (B) the denominator of which shall be the number of shares of Fully Diluted Outstanding Common Stock immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate offering price (or, in an underwritten public offering, the aggregate offering price to the public) of the Per Share total number of such Additional Shares of Common Stock would purchase at the Current Market Price for the thirty Trading Days preceding the date of issuance and (ii) the Exercise Price as provided in to the number of shares for which this Section 4(c)Warrant is exercisable prior to such adjustment shall be adjusted by multiplying such Exercise Price by a fraction (x) the numerator of which shall be the number of shares for which this Warrant is exercisable prior to such issuance or sale and (y) the denominator of which shall be the number of shares for which this Warrant is exercisable immediately following such issuance or sale. (iib) The provisions of Section 4(c4.3(a) hereof shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under pursuant to Section 4(a) 4.1 or 4(b), (y) 4.2 hereof. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant shall be exercisable shall be made pursuant to Section 4.3(a) hereof upon the issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such warrants any warrants, options, or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue issuance of such Common Stock or of such convertible securities upon exercise of such warrants warrants, options, or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrants, options, or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities4.5 hereof. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event If at any time the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares (as hereinafter defined) of Common Stock Stock, other than Permitted Issuances (as hereinafter defined), in exchange for a consideration in an amount per additional share Additional Share of Common Stock less than the Fair Current Market Price per Share (the "Discounted per Share Price"as hereinafter defined), then the Per Share Exercise Price and the number of shares of Common Stock for which this Warrant is exercised shall be adjusted as follows. (i) The Exercise Price shall be reduced adjusted so that it equals the Exercise Price in effect immediately prior to the Discounted issue or sale, multiplied by a fraction (A) the numerator of which is the sum of the number of shares of Common Stock outstanding immediately prior to the issue or sale multiplied by the Current Market Price plus the number of shares of Common Stock that could have been acquired at the Current Market Price immediately prior to the issue or sale using the aggregate consideration payable in the issue or sale; and (B) the denominator of which is the number of shares of Common Stock outstanding immediately prior to the issuance or sale plus the number of Additional Shares of shares of Common Stock issued. (ii) The number of shares of Common Stock for which the Warrant is exercisable shall be adjusted to equal the number of shares of Common Stock for which the Warrant was exercisable immediately prior to the sale, multiplied by a fraction (A) the numerator of which is the Exercise Price after giving effect to the adjustment and (B) the denominator of which is the Exercise Price in effect immediately prior to the issue or sale. (b) If at any time the 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 Priceof Common Stock less than the Exercise Price at the time the Additional Shares of Common Stock are issued, then the Exercise Price and the number of shares for which the Warrant is exercisable will be adjusted as follows: (i) The Exercise Price shall be adjusted to equal (A) the Exercise Price for which this Warrant is exercisable prior to the adjustment (B) multiplied by a fraction, (x) the numerator of which is the sum of the number of shares of Common Stock outstanding immediately prior to the issue or sale multiplied by the Exercise Price then in effect, plus the aggregate consideration, if any, received by the Company upon the issue or sale, and (y) the denominator of which is the number of shares of Common Stock outstanding immediately prior to the issue or sale plus the number of Additional Shares of Common Stock issued. (ii) The number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, multiplied by a fraction, (A) the numerator of which is the Exercise Price after giving effect to the adjustment, and (B) the denominator of which is the Exercise Price in effect immediately prior to the 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, for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price and the Exercise Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this Section shall be made in accordance with the formula in paragraph (a) or (b) above which results in the lower Exercise Price following such adjustment. (d) The provisions of Section 5.1(a), (b) and (c) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Sections 5.2 or 5.3. No adjustment of the number of shares of Common Stock for which a Warrant shall be exercisable shall be made under Section 5.1(a), (b) and (c) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants 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 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 5.2(a) or Section 5.2(b). For purposes of this subsection (i)Section 5.1, the date as of which the Fair Current Market Price per Share share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (ai) enter into a firm contract for the issuance of such shares or (bii) issue such shares. The number of shares of Common Stock issuable upon exercise of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). (ii) The provisions of Section 4(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a) or 4(b), (y) the issuance of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (ia) Except as provided in Section 4(c)(ii), in the event if at any time the Company shall (except as hereinafter provided) issue or sell any additional shares Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock for a consideration per additional share which is less than the Current Warrant Price at the time the Additional Shares of Common Stock less than the Fair Market Price per Share (the "Discounted per Share Price")are issued, then (i) the Per Share Exercise Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the Discounted per Share Price. For purposes sum of this subsection (i), x) the date as of which the Fair Market Price per Share of Common Stock shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon exercise such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall remain unchanged after any be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) 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 of the Per Share Exercise Price as provided in this Section 4(c)made pursuant to clause (i) above. (b) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Market Price at the time the Additional Shares of Common Stock are issued, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale and the denominator of which shall be the sum of (x) number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) 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 (A) such Current Warrant Price by (B) a fraction, the numerator of which shall be the number of shares for which this Warrant is exercisable immediately prior to such issue or sale and the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable 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, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and the Current Market Price at the time the Additional Shares of Common Stock are issued, the adjustment required under this 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(c) 4.3 shall not apply to (x) any issuance of additional shares Additional Shares of Common Stock for which an adjustment is provided under Section 4(a) 4.1 or 4(b), (y) Section 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which this Warrant shall be exercisable shall be made under paragraph (a) or (b) of this Section 4.3 upon the issuance of any Additional Shares of Common Stock is issuable upon which are issued pursuant to the exercise of such any warrants or other subscription or purchase rights or upon pursuant to the exercise of any conversion or exchange of rights in any Convertible Securities, if any such convertible securities adjustment shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) 4.4 or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 4.5. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event In case the Company shall issue or sell any shares of Common Stock after the Closing Date for a consideration less than the then Fair Value per share, then, the number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant shall be increased as determined by the following formula, solving for the appropriate unknown variable thereunder: AWS x (TV + AC + EX) = WS x (TV + EX) --------------- ------- (AWS + SO + AS) SO + WS For purposes of the formula set forth above, the variables set forth therein shall have the following meanings: AWS = The number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant, after giving effect to the adjustment FVS = The then Fair Value per share (without giving effect to any dilution attributable to the Issuable Warrant Shares) SO = The number of shares of Common Stock outstanding prior to the issuance of the additional shares TV = FVS x SO AC = The aggregate consideration received for the sale or issuance of the additional shares of Common Stock for a consideration per AS = The number of additional share shares of Common Stock less than the Fair Market to be sold or issued EX = The Exercise Price per Share share (prior to adjustment) times the "Discounted per Share Price"), then the Per Share Exercise Price shall be reduced number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant (prior to the Discounted per Share Price. adjustment) WS = The number of shares of Class A Non-Voting Stock issuable upon exercise of this Warrant (prior to adjustment) For purposes of this subsection Subsection (ib), the date as of which the Fair Market Price Value per Share share of Common Stock shall be computed shall be the earlier last day of the date upon most recently completed fiscal period of the Company for which financial statements have been delivered pursuant to ARTICLE VI prior to which the Company shall first (ai) enter into a firm contract for the issuance of such shares or (bii) issue such shares. The number of shares of Common Stock issuable upon exercise provisions of this Warrant shall remain unchanged after any adjustment of the Per Share Exercise Price as provided in this Section 4(c). Subsection (ii) The provisions of Section 4(cb) shall not apply to (x) any issuance of additional shares of Common Stock which are distributed to holders of Common Stock pursuant to a stock dividend or subdivision for which an adjustment is provided for under Subsection (a) of this Section 4(a) or 4(b), (y) 4.2. No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Class A Non-Voting Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price under this Warrant shall be made under this subsection upon the actual issue of such Common Stock or of such convertible securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such convertible securities. (v) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities. (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction which are issued pursuant to the exercise of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock Purchase Rights or convertible securities a consideration equal pursuant to the amount conversion or exchange of any Convertible Securities to the extent that such adjustment shall previously have been made upon the issuance of such dividend so paid Stock Purchase Rights or satisfiedConvertible Securities pursuant to Subsection (a), (c), (d), (e) or (f) of this Section 4.2.

Issuance of Additional Shares of Common Stock. (i) Except as provided in Section 4(c)(ii), in the event the If at any time Company shall issue or sell any additional shares of Common Stock Stock, in exchange for a consideration in an amount per additional share of Common Stock less than the Fair Market Price per Share (Value of the "Discounted per Share Price")Common Stock on the date of issuance, then (A) the Per Share Applicable Exercise Price as to each Tranche of Warrant Stock shall be reduced adjusted so that the same shall equal the price determined by multiplying the Applicable Exercise Price in effect immediately prior to the Discounted per Share Price. For purposes such event with respect to such Tranche of this subsection (i)Warrant Stock by a fraction, the date as of which the Fair Market Price per Share of Common Stock numerator shall be the earlier of the date upon which the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock outstanding on the date of issuance plus the number of additional shares of Common Stock which the aggregate offering price would purchase at such Fair Market Value, 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 upon exercise in such offering, and (B) the number of shares of Common Stock for which this Warrant is exercisable (with respect to such Tranche of Warrant Stock) shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Applicable Exercise Price as provided in effect immediately prior to such issue or sale by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable (with respect to such Tranche of Warrant Stock) immediately prior to such issue or sale and dividing the product thereof by the Applicable Exercise Price resulting from the adjustment made pursuant to clause (A) above. (ii) The provisions of paragraph (i) of this Section 4(c7(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a7(a) or 4(b7(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 7(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii7(d) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securitiesSection 7(e). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as provided defined in Section 4(c)(iithe Subscription Agreement), in the event the Company shall issue or sell any additional shares of Common Stock (or other securities convertible into Common Stock) for a no consideration or for consideration in an amount per additional share of Common Stock (or other securities convertible into Common Stock) less than the Fair Market Common Stock Purchase Price per Share (the "DISCOUNTED PRICE," each such sale or issuance, a "DISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such Discounted per Share PricePrice Transaction the "DISCOUNTED SALE VOLUME"), then the Per Share Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be reduced adjusted, concurrently with such issuance, to a price equal to the Discounted per Share Price. For purposes . (ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of this subsection the Final Closing the Company shall issue or sell any shares of Common Stock (i)or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the date Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the Fair Market Price per Share of Common Stock numerator shall be the earlier sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the date upon which cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the Company shall (a) enter into a firm contract for the issuance of such shares or (b) issue such shares. The number of shares of Common Stock issuable upon exercise of for which this Warrant is exercisable shall remain unchanged after any adjustment of be adjusted to equal the Per Share product obtained by multiplying the Warrant Exercise Price as provided in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Section 4(c)Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above. (iiiii) The provisions of paragraph (i) and (ii) of this Section 4(c6(c) shall not apply to (x) any issuance of additional shares of Common Stock for which an adjustment is provided under Section 4(a6(a) or 4(b6(b), (y) . No adjustment of the issuance number of Warrant Shares, or (z) any Exempt Issuances as defined in the Purchase Agreement. (iii) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such convertible securities this Warrant shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price exercisable shall be adjusted as provided in Section 4(c)(i) on the basis that made under paragraph (i) of this Section 6(c) upon the maximum number issuance of additional any shares of Common Stock issuable which are issued pursuant to all such the exercise of any warrants or other subscription or purchase rights or necessary pursuant to effect the exercise of any conversion or exchange of all rights in any Convertible Securities, if any such convertible securities adjustment shall be deemed to previously have been issued and outstanding, (ii) the price per share for such additional shares of Common Stock shall be deemed to be the lowest price per share at which such additional shares of Common Stock are issuable, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the Per Share Exercise Price shall be made upon the actual issue of such Common Stock or of such convertible securities upon exercise issuance of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such convertible securities. (iv) If at any time the Company shall in any manner (other than in connection with a merger in which the Company is the surviving corporation) issue or sell, any convertible securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be determined to be at a Discounted per Share Price, then the Per Share Exercise Price shall be adjusted as provided in Section 4(c)(i) on the basis that (i) the maximum number of additional shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued and outstanding, (ii) the price per share of such additional shares of Common Stock shall be deemed to be the lowest price in any range of prices at which such additional shares of Common Stock are available to holders of such convertible securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of such convertible securities. No further adjustments of the Per Share Exercise Price shall be made Convertible Securities (or upon the actual issue issuance of such Common Stock upon conversion any warrant or exchange of such convertible securities. (vother rights therefor) If, at any time after any adjustment of the Per Share Exercise Price shall have been made pursuant to Section 4(c)(iii) or 4(c)(iv) as the result of any issuance of warrants, rights or convertible securities, and either (1) such warrants or rights, or the rights of conversion or exchange in such other convertible securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other convertible securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or such other convertible securities, shall be increased or decreased by virtue of provisions therein contained, then such previous adjustments shall be rescinded and annulled and the additional shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other convertible securities on the then outstanding Warrants, but not on any then outstanding Warrant Shares, on the basis of (3) treating the number of additional shares of common stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants or rights or any such other convertible securities which then remain outstanding as having been granted or issued immediately after the time of such increase or decrease of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other convertible securities6(d). (vi) To the extent that any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Common Stock or any convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such additional shares of Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any additional shares of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any additional shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration payable to the Company upon exercise of such warrants or other rights. The consideration for any additional shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any additional shares of Common Stock or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such additional shares of Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.