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

Issuance of Additional Shares of Common Stock. (a) In the event the Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration per Additional Share of Common Stock less than the Current Market Price, then the Current Warrant Price shall be reduced to a price calculated by multiplying the then existing Current Warrant Price by a fraction the numerator of which shall be the sum of (i) the number of Fully Diluted Outstanding shares of Common Stock immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (ii) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment.

Issuance of Additional Shares of Common Stock. (a) In the event If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, Stock in exchange for a consideration in an amount per Additional Share of Common Stock less than the Current Market PricePrice at the time the Additional Shares of Common Stock are issued, then the Current Warrant Price number of shares of Common Stock thereafter comprising a Stock Unit shall be reduced adjusted to a price calculated that number determined by multiplying the then existing Current Warrant Price number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (a) the numerator of which shall be the sum of (i) the number of Fully Diluted Outstanding shares of Common Stock outstanding immediately prior to the issuance of such issue or sale multiplied by the Current Market Price per share Additional Shares of Common Stock immediately prior to plus the number Warrant Agreement ----------------- of such issue or sale plus (ii) the consideration received by the Company upon such issue or saleAdditional Shares of Common Stock so issued, and (b) the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock outstanding immediately after prior to the issuance of such issue or sale multiplied by 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 Current Market Price per share of Common Stock immediately prior to such issue or salePrice. For purposes of this subsection (a)Section 6.02, for all issuances of shares of Common Stock except for those shares issued in connection with an acquisition of assets or stock, a tender or exchange offer, a merger or other business combination, the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of (i) the date upon on which the Company shall (i) enter into a firm contract for the issuance of such shares or Additional Shares of Common Stock and (ii) issue the date of actual issuance of such sharesAdditional Shares of Common Stock. Upon any Subject to Section 6.05 hereof, no further adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated to comprising a Stock Unit shall be made under this Section 6.02 upon the nearest 1/100th issuance of a share) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares any Additional Shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment.Stock:

Issuance of Additional Shares of Common Stock. (a) In the event (i) If at any time after January 22, 1996 the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then the Current Warrant Price shall be reduced to a price calculated determined by multiplying dividing (A) an amount equal to the sum of (X) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale multiplied by the then existing Current Warrant Price by a fraction the numerator of which shall be the sum of Price, plus (iY) the number of Fully Diluted Outstanding shares of Common Stock immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (ii) the consideration consideration, if any, received by the Company upon such issue issuance or sale, and the denominator of which shall be by (B) the total number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately after such issue issuance or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or and (ii) issue such shares. Upon any upon each adjustment of the Current Warrant Price as provided in a result of the calculations made pursuant to this Section 5.2(a)4, each Warrant outstanding prior to the Holder making of the adjustment in the Current Warrant Price shall thereafter be entitled treated as that number of Warrants, and shall evidence the right to purchase, at the adjusted Current Warrant Price resulting from such adjustmentPrice, that number of shares of Common Stock outstanding, obtained by (i) multiplying the number of shares of Common Stock (calculated for which a Warrant is exercisable immediately prior to the nearest 1/100th of a share) obtained adjustment by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment adjustment, and (ii) dividing the product thereof so obtained by the Current Warrant Price resulting from obtained immediately after such adjustmentadjustment of the Current Warrant Price.

Issuance of Additional Shares of Common Stock. (a) In the event If at any time the Company shall issue or sell any Additional Shares additional shares of Common Stock, other than Permitted Issuances, Stock for a gross consideration in an amount per Additional Share additional share of Common Stock less than the Current Market PriceValue (other than shares issued in respect of stock options granted pursuant to a plan approved by the shareholders of the Company), then (i) the Current number of shares of Common Stock for which this Warrant Price is exercisable shall be reduced adjusted to a price calculated equal the product obtained by multiplying the then existing Current number of shares of Common Stock for which this Warrant Price is exercisable immediately prior to such issue or sale by a fraction 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 sum of (i1) the number of Fully Diluted Outstanding shares of Common Stock outstanding immediately prior to such issue or sale, and (2) the number of shares of Common Stock which could be purchased at such Market Value with the aggregate consideration received from the issuance or sale of the additional shares of Common Stock, and (ii) the Exercise Price shall be adjusted to equal (A) the Exercise Price immediately prior to such issue or sale multiplied by the Current Market Price per share number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale plus divided by (iiB) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock for which this Warrant is exercisable immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or saleadjustment. For the purposes of this subsection (a)Section 3.5, the date as of which the Current Market Price Value per share of Common Stock shall be computed shall be the earlier of (i) the date upon immediately prior to the date on which the Company shall (i) enter into a firm contract for the issuance of such additional shares of Common Stock or (ii) issue the date immediately prior to the date of actual issuance of such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of additional shares of Common Stock (calculated Stock. In the event the Company enters into a contract to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price acquire another Person in effect immediately prior to such adjustment by the number of shares of which transaction Common Stock purchasable hereunder is to be issued in exchange for such Person’s securities based upon a floating exchange ratio, then the Common Stock to be so issued shall be deemed to have been issued on the date immediately prior before the date such contract is entered into and the consideration to be received therefor shall be deemed to be the value for such adjustment and dividing the product thereof by the Current Warrant Price resulting Common Stock derived from such adjustmentratio on such date.

Issuance of Additional Shares of Common Stock. (a) In If at any time after the event Original Issue Date the Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, Stock to any Person or Persons for a consideration in an amount per Additional Share of Common Stock less than the Current Market PriceExercise Price at the date the Additional Shares of Common Stock are issued, then then: (i) the Current Warrant Price number of shares of Common Stock issuable upon exercise of the Warrants shall be reduced adjusted to a price calculated by multiplying equal the then existing Current Warrant Price by product of (A) the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the occurrence of such issuance or sale, and (B) a fraction (x) the numerator of which shall be the sum of (i) the number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately prior to the occurrence of such issue issuance or sale multiplied by plus the Current Market Price per share number of Additional Shares of Common Stock immediately prior to be issued in such issue issuance or sale plus and (iiy) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock Outstanding immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance occurrence of such shares issuance or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, sale plus the number of shares of Common Stock which the aggregate consideration to be paid for such Additional Shares of Common Stock would purchase at the Exercise Price at the date such shares are issued or sold (calculated prior to adjustment hereunder); and (ii) the nearest 1/100th Exercise Price shall be adjusted to equal the product of a share) obtained by multiplying the Current Warrant such Exercise Price in effect immediately prior to such adjustment by and a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable hereunder issuable upon exercise of the Warrants immediately prior to such the adjustment made pursuant to the foregoing clause (i) and dividing (y) the product thereof by denominator shall be the Current Warrant Price resulting from number of shares of Common Stock issuable upon exercise of the Warrants immediately after such adjustment.. 3

Issuance of Additional Shares of Common Stock. (a) In the event 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 a consideration in an amount per Additional Share of Common Stock less than the Current Market PriceExercise Price in effect immediately before the time of such issue or sale, then (i) the Current number of shares of Common Stock for which this Warrant Price is exercisable shall be reduced adjusted to a price calculated equal the product obtained by multiplying the then existing Current number of shares of Common Stock for which this Warrant Price is exercisable immediately before 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 sum of (i1) the number of Fully Diluted Outstanding shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (ii) the consideration received by the Company upon before such issue or sale, and (2) the denominator aggregate consideration received from the issuance or sale of which the Additional Shares of Common Stock divided by the Current Market Price, and (ii) the Exercise Price shall be adjusted to equal (A) the total Exercise Price multiplied by the number of Fully Diluted Outstanding shares of Common Stock for which this Warrant is exercisable immediately before the adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or saleadjustment. For the purposes of this subsection (a)Section 3C, the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of (a) the date upon on which the Company shall (i) enter into a firm binding contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares Additional Shares of Common Stock or (calculated to b) the nearest 1/100th date of a share) obtained by multiplying the Current Warrant Price in effect immediately prior to actual issuance of such adjustment by the number of shares Additional Shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustmentStock.

Issuance of Additional Shares of Common Stock. (a) In the event the Company shall issue shall, at any time or sell from time to time after the date hereof, issue, sell, distribute or otherwise grant in any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration per Additional Share manner (including by assumption) any additional shares of Common Stock without consideration or for a price per share less than the Current Market Pricecurrent market price per share of Common Stock on the date of the issuance, then sale, distribution or granting of such additional shares, then, effective upon such issuance or sale, (I) the Current Warrant Exercise Price shall be reduced to a the price (calculated to the nearest 1/1,000 of one cent) determined by multiplying the then existing Current Warrant Exercise Price in effect immediately prior to such issuance or sale by a fraction fraction, the numerator of which shall be the sum of (i) the number of Fully Diluted Outstanding shares of Common Stock outstanding (exclusive of any treasury shares) immediately prior to such issue issuance or sale multiplied by the Current Market Price current market price per share of Common Stock immediately prior to on the date of such issue issuance or sale plus (ii) the consideration consideration, if any, received by the Company upon in respect of such issue issuance or sale, and the denominator of which shall be the product of (A) the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock outstanding (calculated to exclusive of any treasury shares) immediately after such issuance or sale multiplied by (B) the nearest 1/100th current market price per share of a shareCommon Stock on the record date for such issuance or sale and (II) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock so purchasable immediately prior to the record date for such issuance or sale by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and dividing the product thereof required by the Current Warrant Price resulting from such adjustment.clause

Issuance of Additional Shares of Common Stock. (ai) In the event If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, Stock for a consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then the Current number of shares of Common Stock for which this Warrant Price is exercisable shall be reduced adjusted to a price calculated equal the product obtained by multiplying the then existing Current number of shares of Common Stock for which this Warrant Price is exercisable immediately prior to such issue or sale by a fraction (I) the numerator of which shall be the sum number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale, and (iII) the denominator of which shall be the number of Fully Diluted Outstanding shares of Common Stock immediately prior to such issue or sale multiplied by plus the Current Market Price per share 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. Current Warrant Price shall be adjusted to equal the Current Warrant Price hereunder immediately prior to any such issue or sale plus (ii) adjustment multiplied by a fraction, the consideration received by the Company upon such issue or sale, and the denominator numerator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, and the denominator is the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Current for which this Warrant Price in effect is exercisable immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from after such adjustment, as calculated above.

Issuance of Additional Shares of Common Stock. (a) In the event If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, 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 (W) the numerator of which is the number of shares of Common Stock Outstanding immediately after the issuance or sale of such Additional Shares of Common Stock, and (X) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to such issuance or sale; and (ii) if such Additional Shares of Common Stock are issued or sold for consideration in an amount per Additional Share of Common Stock less than the greater of the Current Warrant Price or the Current Market Price, then the Current Warrant Price shall be reduced to the lower of (I) a price calculated determined by multiplying dividing (A) an amount equal to the sum of (Y) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale multiplied by the then existing Current Warrant Price, plus (Z) the consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock Outstanding immediately after such issuance or sale and (II) a price determined by multiplying the Current Warrant Price by a fraction fraction, the numerator of which shall be is (A) the sum of (i1) the number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (ii2) the consideration aggregate consideration, if any, received by the Company upon such issue or sale, divided by (B) the total number of shares of Common Stock Outstanding immediately after such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment.

Issuance of Additional Shares of Common Stock. (a) In the event 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 a consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price and less than the Current Market PricePrice 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 calculated determined by multiplying the then existing Current Warrant Price by a fraction the numerator of which shall be dividing (A) an amount equal to the sum of (ix) the number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the then existing Current Market Price per share of Common Stock immediately prior to such issue or sale plus Warrant Price, and (iiy) the consideration consideration, if any, received by the Company upon such issue or sale, and the denominator of which shall be by (B) the total number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or ; and (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated for which this Warrant is exercisable shall be increased to equal the nearest 1/100th of a share) product obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment issue or sale by the number of shares of Common Stock purchasable hereunder for which this Warrant is exercisable immediately prior to such adjustment issue or sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above. The provisions of this Section 4.3 shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4.1. No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under this Section 4.3 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 adjustmentadjustment 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 4.4 or Section 4.5.

Issuance of Additional Shares of Common Stock. (a) In Adjustment Formula. Subject to Section 3.4(b), if at any time the event the Company ------------------ -------------- Corporation shall issue issue, or sell pursuant to Section 3.5, Section 3.6, or Section 3.7 ----------- ----------- ----------- be deemed to issue, any Additional Shares of Common StockStock in exchange for consideration in an amount, other than Permitted Issuancesdetermined in accordance with Section 3.8(a) and -------------- Section 3.8(e), for a consideration per Additional Share of Common Stock less than the Current Market PriceReference -------------- Price as of the applicable time of determination specified in the last sentence of this Section 3.4(a), then (i) the Current number of shares of Common Stock which each -------------- Warrant Price is exercisable shall be reduced adjusted to a price calculated equal the product obtained by multiplying the then existing Current number of shares of Common Stock for which such Warrant Price was exercisable immediately prior to such time of determination by a fraction (x) the numerator of which shall be the sum number of (i) Outstanding Common Shares immediately before such issuance or deemed issuance plus the number of Fully Diluted Outstanding shares Additional Shares of Common Stock immediately prior so issued or deemed to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus be issued and (iiy) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding Common Shares immediately before such issuance or deemed issuance plus the number of shares which the aggregate amount of consideration, if any, received by the Corporation upon such issuance or deemed issuance of all such Additional Shares of Common Stock immediately after would purchase at the Reference Price determined as of such issue or sale multiplied by time and (ii) the Current Market Warrant Price per share of Common Stock shall be adjusted to equal the Warrant Price immediately prior to such issue or sale. For purposes of this subsection (a), adjustment multiplied by the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, quotient obtained by dividing the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Current for which such Warrant Price in effect was exercisable immediately prior to such the adjustment under clause (i) by the number of shares of Common Stock purchasable hereunder for which such Warrant is exercisable immediately prior to such after the adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment.under clause (i). The applicable time of determination shall be:

Issuance of Additional Shares of Common Stock. Commencing on the Original Issue Date and ending on the two (a2) In year anniversary of the Original Issue Date, in the event the Company Issuer shall issue or sell any Additional Shares of Common StockStock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), other than Permitted Issuances, for at a consideration price per Additional Share of Common Stock share less than the Current Market PriceWarrant Price then in effect or without consideration, then the Current Warrant Price then in effect shall be reduced to a price calculated by multiplying the then existing Current Warrant Price multiplied by a fraction (i) the numerator of which shall be equal to the sum of (ix) the number of Fully Diluted Outstanding shares of outstanding Common Stock immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (ii) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or Additional Shares of Common Stock plus (iiy) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated rounded to the nearest 1/100th of a whole share) obtained by multiplying which the Current aggregate consideration price per share paid for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect and (ii) the denominator of which shall be equal to the number of shares of outstanding Common Stock immediately prior to after the issuance of such Additional Shares of Common Stock. No adjustment by of the number of shares of Common Stock purchasable hereunder immediately prior for which this Warrant shall be exercisable shall be made pursuant to this Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment and dividing shall previously have been made upon the product thereof by issuance of such Common Stock Equivalents (or upon the Current Warrant Price resulting from such adjustmentissuance of any warrant or other rights therefor) pursuant to Section 4(e).

Issuance of Additional Shares of Common Stock. (a) In If at any time on or after the event Closing Day other than during the Post-Amendment Period, the Company shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration per Stock (including Additional Share Shares of Common Stock less deemed to be issued pursuant to Section 7.3(b) below), at a price per share (the “Offering Price”) which is lower than the Current Market Price, then the Current Warrant Price shall be reduced to a price calculated by multiplying the then existing Current Warrant Price by a fraction the numerator of which shall be the sum greater of (ix) the number Exercise Price or (y) 90% of Fully Diluted Outstanding shares the Market Price on the date of entry into the definitive agreement providing for such issuance or if at any time during the Post-Amendment Period, the Company shall issue any Additional Shares of Common Stock immediately prior to such issue or sale multiplied by the Current Market Price per share (including Additional Shares of Common Stock immediately prior deemed to such issue or sale plus (iibe issued pursuant to Section 7.3(b) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (abelow), the date as of at an Offering Price which the Current Market Price is lower than $15.96 per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a)share, the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, then the number of shares of Common Stock (calculated to be received by the nearest 1/100th holder of a share) obtained this Warrant upon the exercise hereof shall be adjusted to that number determined by multiplying the Current Warrant Price in effect immediately prior to such adjustment by (a) the number of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction (i) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (B) the number of shares of Common Stock issued in the subject transaction and (ii) the denominator of which shall be an amount equal to the sum of (x) the number of shares of Common Stock Deemed Outstanding immediately prior to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering Price multiplied by the number of shares of Common Stock so issued by the Company, divided by (2) the Reference Price in effect immediately prior to the issuance of such shares (without taking into account any provision in the immediately following paragraph that deems the Reference Price to be $15.96 per share). The provisions of this Section 7.3 shall not apply to (i) any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof, and (ii) the issuance of up to 700,000 shares of Common Stock, whether upon the grant of restricted stock, the grant or exercise of options, or otherwise, pursuant to equity compensation plans for officers, directors, employee and consultants that are approved (or subject to approval) by the shareholders of the Company; provided that grants of options, restricted stock grants, or other awards for not more than 200,000 shares of Common Stock (as appropriately adjusted for stock splits, combinations, reorganizations, reclassifications and the like) shall be scheduled to vest under such equity compensation plans in any calendar year (collectively, the “Excluded Compensation Issuances”). When any adjustment is required to be made to the number of shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price (calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product of the Exercise Price multiplied by the number of shares of Common Stock issuable upon exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the number of shares of Common Stock issuable upon exercise of this Warrant immediately after giving effect to such adjustment and dividing the product thereof adjustment; provided, however, with respect to any issuance by the Current Company during the Post-Amendment Period, solely for the purpose of calculating this adjustment to the Exercise Price, the Reference Price shall be deemed to be $15.96 per share and the number used in the preceding clause (y) (the number of shares of Common Stock issuable upon exercise of this Warrant Price resulting from immediately after giving effect to such adjustment) shall be calculated using such Reference Price; provided further that with respect to any issuance by the Company during the Post-Amendment Period, the numbers used in the preceding clause (x) shall not be recalculated to exclude the impact of any adjustment made during the Post-Amendment Period.

Issuance of Additional Shares of Common Stock. (a) In the event the If at any time Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration in an amount per Additional Share of Common Stock less than the Current Market PricePrice at a time when there is a public market for the Common Stock, then (i) the Current number of shares of Common Stock for which this Warrant Price is exercisable shall be reduced adjusted to a price calculated equal the product obtained by multiplying the then existing Current number of shares of Common Stock for which this Warrant Price is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the sum of (i) the number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately prior to after such issue or sale multiplied by sale, and (B) the Current Market Price per share 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 consideration received 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 Company upon such issue or sale, and the denominator numerator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale. For purposes of this subsection ; and (a), Y) the date as denominator of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to after such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustmentissue or sale.

Issuance of Additional Shares of Common Stock. (a) In the event If at any time the Company shall issue or sell any Additional Shares additional shares of Common Stock, other than Permitted Issuances, Stock for a gross consideration in an amount per Additional Share additional share of Common Stock less than the Current Market PriceValue (other than shares issued in respect of stock options granted pursuant to a plan approved by the shareholders of the Company), then (i) the Current number of shares of Common Stock for which this Warrant Price is exercisable shall be reduced adjusted to a price calculated equal the product obtained by multiplying the then existing Current number of shares of Common Stock for which this Warrant Price is exercisable immediately prior to such issue or sale by a fraction 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 sum of (i1) the number of Fully Diluted Outstanding shares of Common Stock outstanding immediately prior to such issue or sale, and (2) the number of shares of Common Stock which could be purchased at such Market Value with the aggregate consideration received from the issuance or sale of the additional shares of Common Stock, and (ii) the Exercise Price shall be adjusted to equal (A) the Exercise Price immediately prior to such issue or sale multiplied by the Current Market Price per share number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale plus divided by (iiB) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock for which this Warrant is exercisable immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or saleadjustment. For the purposes of this subsection (a)Section 3.5, the date as of which the Current Market Price Value per share of Common Stock shall be computed shall be the earlier of (i) the date upon immediately prior to the date on which the Company shall (i) enter into a firm contract for the issuance of such additional shares of Common Stock or (ii) issue the date immediately prior to the date of actual issuance of such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of additional shares of Common Stock (calculated Stock. In the event the Company enters into a contract to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price acquire another Person in effect immediately prior to such adjustment by the number of shares of which transaction Common Stock purchasable hereunder is to be issued in exchange for such Person's securities based upon a floating exchange ratio, then the Common Stock to be so issued shall be deemed to have been issued on the date immediately prior before the date such contract is entered into and the consideration to be received therefor shall be deemed to be the value for such adjustment and dividing the product thereof by the Current Warrant Price resulting Common Stock derived from such adjustmentratio on such date.

Issuance of Additional Shares of Common Stock. (a) In the event the Company shall issue shall, at any time or sell from time to time after the date hereof, issue, sell, distribute or otherwise grant in any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration per Additional Share manner (including by assumption) any additional shares of Common Stock without consideration or for a price per share less than the Current Market Pricecurrent market price per share of Common Stock on the date of the issuance, then sale, distribution or granting of such additional shares, then, effective upon such issuance or sale, (I) the Current Warrant Exercise Price shall be reduced to a the price (calculated to the nearest 1/1,000 of one cent) determined by multiplying the then existing Current Warrant Exercise Price in effect immediately prior to such issuance or sale by a fraction fraction, the numerator of which shall be the sum of (i) the number of Fully Diluted Outstanding shares of Common Stock outstanding (exclusive of any treasury shares) immediately prior to such issue issuance or sale multiplied by the Current Market Price current market price per share of Common Stock immediately prior to on the date of such issue issuance or sale plus (ii) the consideration consideration, if any, received by the Company upon in respect of such issue issuance or sale, and the denominator of which shall be the product of (A) the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock outstanding (calculated to exclusive of any treasury shares) immediately after such issuance or sale multiplied by (B) the nearest 1/100th current market price per share of a shareCommon Stock on the record date for such issuance or sale and (II) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock so purchasable immediately prior to the record date for such issuance or sale by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment required by clause (I) of this sentence and dividing the product thereof by denominator of which shall be the Current Warrant Exercise Price resulting from in effect immediately after such adjustment. The Holder hereof acknowledges and agrees that the Designations, Rights and Preferences of the Series A Convertible Preferred Stock of the Company provides the owners of the Series A Convertible Preferred Stock with rights to adjustment similar to those provided the Holder in this clause (c) and agrees that in the event all owners of Series A Convertible Preferred Stock waive such rights to adjustment in connection with an issuance or sale of Common Stock of the Company, that the Holder will waive its rights to adjustment under this clause (c). In addition, Holder's rights under this clause (c) shall terminate upon written notice from the Company that the similar rights of the Series A Convertible Preferred Stock have terminated (for whatever reason) on any date prior to the conversion of the Series A Convertible Preferred Stock.

Issuance of Additional Shares of Common Stock. (a) In (i) If at any time after the event Closing Date the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then the Current Warrant Price shall be reduced to a price calculated determined by multiplying dividing (A) an amount equal to the sum of (X) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale multiplied by the then existing Current Warrant Price by a fraction the numerator of which shall be the sum of Price, plus (iY) the number of Fully Diluted Outstanding shares of Common Stock immediately prior to such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus (ii) the consideration consideration, if any, received by the Company upon such issue issuance or sale, and the denominator of which shall be by (B) the total number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately after such issue issuance or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or and (ii) issue such shares. Upon any upon each adjustment of the Current Warrant Price as provided in a result of the calculations made pursuant to this Section 5.2(a)4, each Warrant outstanding prior to the Holder making of the adjustment in the Current Warrant Price shall thereafter be entitled treated as that number of Warrants, and shall evidence the right to purchase, at the adjusted Current Warrant Price resulting from such adjustmentPrice, that number of shares of Common Stock, obtained by (i) multiplying the number of shares of Common Stock (calculated for which a Warrant is exercisable immediately prior to the nearest 1/100th of a share) obtained adjustment by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment adjustment, and (ii) dividing the product thereof so obtained by the Current Warrant Price resulting from obtained immediately after such adjustmentadjustment of the Current Warrant Price.

Issuance of Additional Shares of Common Stock. (a) In the event case the Company shall issue or sell any Additional Shares shares of Common Stock, other than Permitted Issuances, Stock for a consideration per Additional Share of Common Stock less than the Current Market Pricethen Fair Value per share, then the Current Warrant Exercise Price upon each such issuance or sale shall be reduced to a price calculated by adjusted by: multiplying the then existing Current Warrant Exercise Price by a fraction the numerator of which shall be is (A) the sum of (i1) the number of Fully Diluted Outstanding shares of Common Stock outstanding immediately prior to such issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) multiplied by the Current Market Price Fair Value per share of Common Stock immediately prior to such issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) plus (ii2) the consideration received by the Company upon such issue or sale, divided by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale on a fully diluted basis (assuming conversion of all Convertible Common Stock into Common Stock and exercise of all Stock Purchase Rights and conversion of all Convertible Securities) and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price Fair Value per share of Common Stock immediately prior to such issue or sale. For purposes The provisions of this subsection Subsection (a), b) shall not apply to any additional shares of Convertible Common Stock which are distributed solely to holders of Convertible Common Stock pursuant to the date as 8% stock dividend required under the Articles of which the Current Market Price per share Incorporation or any additional shares of Common Stock or Convertible Common Stock which are distributed as a result of a subdivision for which an adjustment is provided for under Subsection (a) of this Section 4.1. No adjustment of the Exercise Price shall be computed made under this Subsection upon the issuance of any additional shares of Common Stock or Convertible Common Stock which are issued pursuant to the exercise of any Stock Purchase Rights or pursuant to the conversion or exchange of any Convertible Securities to the extent that such adjustment shall be the earlier of the date previously have been made upon which the Company shall (i) enter into a firm contract for the issuance of such shares Stock Purchase Rights or Convertible Securities pursuant to Subsection (a) (c) or (iid) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Current Warrant Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by the Current Warrant Price resulting from such adjustment4.1.

Issuance of Additional Shares of Common Stock. (a) In the event 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 a consideration in an amount per Additional Share of Common Stock less than the Current Market PricePrice of the Common Stock 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 calculated determined by multiplying the then existing Current Warrant Price by a fraction fraction, the numerator of which shall be the sum of (iA) the total number of Fully Diluted Outstanding shares of Common Stock Outstanding immediately prior to such issue issuance or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale plus and (iiB) the consideration received by the Company upon such issue or sale, and the denominator of which shall be the total number of Fully Diluted Outstanding shares of Common Stock immediately after such issue or sale multiplied by the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this subsection (a), the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such shares or (ii) issue such shares. Upon any adjustment of the Current Warrant Price as provided in this Section 5.2(a), the Holder shall thereafter be entitled to purchase, at the Current Warrant Price resulting from such adjustment, the number of shares of Common Stock which the consideration received for the total number of Additional Shares of Common Stock being issued or sold would purchase at the Current Market Price, and the denominator of which is the sum of (calculated X) the number of shares of Common Stock Outstanding immediately prior to such issuance or sale and (Y) the nearest 1/100th number of a shareAdditional Shares of Common Stock being issued or sold 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 adjustment issue or sale by the number of shares of Common Stock purchasable hereunder for which this Warrant is exercisable immediately prior to such adjustment issue or sale and dividing the product thereof by the Current Warrant Price resulting from such adjustmentthe adjustment made pursuant to clause (i) above.