Common use of Issuance of Common Stock Equivalents Clause in Contracts

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant prior the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to the first sentence of subsection (d) of this Section 4 on price equal to the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all Equivalent Consideration per share paid for such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock EquivalentShare Equivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further Common Stock Equivalents if adjustment shall have previously been made pursuant to this section. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall ------------------------------------ take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If In the Issuer, event the Company shall at any time while this Warrant is outstanding but prior within the Full Ratchet Period issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Notes, or any rights or warrants or options to thirty (30) months after the date hereofpurchase any such Common Stock or Convertible Securities, shall issue any be issued or sold (collectively, the “Common Stock Equivalent Equivalents”) and the aggregate price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants or other subscription or purchase rights therefor, then in effect upon the issuance of such warrants or other subscription or purchase rights therefor pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of the Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effecton the last Trading Day immediately preceding the earliest of such record date, 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, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended or adjusted shall be less than the Warrant Price or less than the Per Share Market Value in effect at on the time last Trading Day immediately preceding the date of such amendmentamendment or adjustment, then the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in Section 4(d). For purposes of the first sentence of subsection (d) of this adjustment provided for in Section 4 on 4(d), the basis that (1) the maximum number of Additional Shares shares of Common Stock issuable pursuant to all upon the conversion or exchange of any such Common Stock Equivalents Equivalent purchase shall be deemed to have been be issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) and outstanding as of the earlier date of (A) the date on which the Issuer shall enter into a firm contract for the such sale and issuance of such Common Stock Equivalent, or (B) . No further adjustments of the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the which this Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in exercisable and the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant prior the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the applicable Warrant Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) 4(d)(i), with the maximum number of shares of Common Stock issuable upon conversion or exercise of such Common Stock Equivalents being deemed to have be issued or sold by the Company at the time of issuance or sale of such Common Stock Equivalents. For purposes of this Section 4(f), the “price per share for which Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents is issuable” shall be deemed to have been issued determined by dividing (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (AX) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration total amount received or receivable by the Issuer Company as consideration for the issuance issue or sale of such Additional Shares Common Stock Equivalents, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exercise thereof, by (B) the total maximum number of shares of Common Stock pursuant to issuable upon the conversion or exercise of all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further Common Stock Equivalents if adjustment shall have previously been made pursuant to this section. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If The provisions of this Section 3.5(a)(vii) shall apply if (A) the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Notes or Preferred Stock issuable pursuant to the Purchase Agreement, or (B) any rights or warrants or options to purchase any such Common Stock or Convertible Securities, other than the Warrants (“Rights”) (Convertible Securities and Rights hereafter being collectively referred to as the “Common Stock Equivalents”) shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to any such Common Stock Equivalent shall be (or is subsequently adjusted to be) less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended or adjusted shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance issuance, amendment or amendment adjustment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 on the basis that (1) 3.5(a), with the maximum number of shares of Common Stock issuable upon conversion or exercise of such Common Stock Equivalents being deemed to have be issued or sold by the Company at the time of issuance or sale of such Common Stock Equivalents. For purposes of this Section 3.5(a)(vii), the “price per share for which Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents is issuable” shall be deemed to have been issued determined by dividing (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (AX) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration total amount received or receivable by the Issuer Company as consideration for the issuance issue or sale of such Additional Shares Common Stock Equivalents, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exercise thereof, by (B) the total maximum number of shares of Common Stock pursuant to issuable upon the conversion or exercise of all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Conversion Price shall be made under this subsection (e) when Common Stock is actually issued upon the issuance conversion or exchange of such Common Stock Equivalents, and if any such issue or sale of Convertible Security which Securities is issued pursuant to the made upon exercise of any warrants Rights for which adjustment of the Conversion Price had been or other subscription or purchase rights therefor, if any adjustment shall previously have been are to be made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eother provisions of Section 3.5(a)(vi). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment of the Conversion Price shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after by reason of such dateissue or sale.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Series C Preferred Stock, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effectConversion Price, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended or adjusted shall make the Aggregate Per Common Share Price be less than the Warrant Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Conversion Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection pursuant to Section (d5)(d)(vi) of this Section 4 on the basis above assuming that (1) the maximum number of all Additional Shares of Common Stock issuable have been issued pursuant to all such the Convertible Securities or Common Stock Equivalents shall be deemed for a purchase price equal to have been issued (whether or not such the Aggregate Per Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock EquivalentShare Price. No adjustment of the Warrant Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefortherefore, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such date.issuance or purchase of any Convertible Security or Common Stock

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to that price (rounded to the first sentence of subsection (dnearest cent) of this Section 4 on determined by multiplying the basis that Warrant Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, or Equivalents plus (B) the date number of actual issuance shares of Common Stock (rounded to the nearest whole share) which the Common Stock Equivalent Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock EquivalentEquivalents, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the aggregate consideration for such maximum denominator of which shall be equal to the number of Additional Shares shares of Common Stock shall that would be deemed to be outstanding assuming the minimum consideration received exercise or receivable by the Issuer for the issuance conversion of such Additional Shares of Common Stock pursuant to all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is No further adjustments of the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents. No adjustments of the Warrant Price shall be required under this subsection (eSection 4(f) upon issuance of in connection with any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such datePermitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty a Release Event the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (30whether directly or by assumption in a merger in which the Issuer is the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or sale be adjusted to the price equal to the Common Stock Equivalent Consideration per share paid for such Common Share Equivalents. Upon and after a Release Event, this right shall cease. In the event the Issuer shall at any time following a Release Event issue any Common Stock Equivalents for Common Stock Equivalent Consideration per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in to that price (rounded to the first sentence of subsection (dnearest cent) of this Section 4 on determined by multiplying the basis that Warrant Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, or Equivalents plus (B) the date number of actual issuance shares of Common Stock (rounded to the nearest whole share) which the Common Stock Equivalent Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock EquivalentEquivalents, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the aggregate consideration for such maximum denominator of which shall be equal to the number of Additional Shares shares of Common Stock shall that would be deemed to be outstanding assuming the minimum consideration received exercise or receivable by the Issuer for the issuance conversion of such Additional Shares of Common Stock pursuant to all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further adjustment Common Stock Equivalents. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than this Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant applicable Fixed Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Fixed Conversion Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant applicable Fixed Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer Maker for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Fixed Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (evii) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (evii) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (evii) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months ------------------------------------- after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible ----------- Securities"), other than this Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the price per share for ------------------------ which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant applicable Fixed Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Fixed Conversion Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant applicable Fixed Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer Maker for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Fixed Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (evii) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (evii) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (evii) based solely upon a change in the Per Share Market Value after such date.. (viii)

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to that price (rounded to the first sentence of subsection (dnearest cent) of this Section 4 on determined by multiplying the basis that Warrant Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, or Equivalents PLUS (B) the date number of actual issuance shares of Common Stock (rounded to the nearest whole share) which the Common Stock Equivalent Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock EquivalentEquivalents, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the aggregate consideration for such maximum denominator of which shall be equal to the number of Additional Shares shares of Common Stock shall that would be deemed to be outstanding assuming the minimum consideration received exercise or receivable by the Issuer for the issuance conversion of such Additional Shares of Common Stock pursuant to all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is No further adjustments of the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents. No adjustments of the Warrant Price shall be required under this subsection (eSection 4(f) upon issuance of in connection with any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such datePermitted Issuances.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in reduced to the first sentence of subsection lower of: (d) of this Section 4 on the basis that (1i) the maximum number of Additional Shares of Conversion Price; or (ii) a twenty-five percent (25%) discount to the lowest Aggregate Per Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued Share Price (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (e) Section 6 upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect outstanding on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in day immediately preceding the Per Share Market Value after such dateIssuance Date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to that price (rounded to the first sentence of subsection (dnearest cent) of this Section 4 on determined by multiplying the basis that Warrant Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, or Equivalents plus (B) the date number of actual issuance shares of Common Stock (rounded to the nearest whole share) which the Common Stock Equivalent Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock EquivalentEquivalents, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the aggregate consideration for such maximum denominator of which shall be equal to the number of Additional Shares shares of Common Stock shall that would be deemed to be outstanding assuming the minimum consideration received exercise or receivable by the Issuer for the issuance conversion of such Additional Shares of Common Stock pursuant to all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is No further adjustments of the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents. No adjustments of the Warrant Price shall be required under this subsection (eSection 4(f) upon issuance of in connection with any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such datePermitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, Issuer shall issue or sell any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the aggregate price per share for which Additional Shares Common Stock is issuable upon such conversion or exchange plus the consideration received by the Issuer for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(e) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after ­ ­ ­ ­ ­ actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If In case the Issuer, Company shall at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect on the date of issuance of such Common Stock Equivalent or less than (i) the Per Share Current Market Value Price then in effecteffect if such issue is pursuant to a public offering, or (ii) ninety five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of $ 3'500'000 in the aggregate, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended (other than as a result of the operation of anti-dilution provisions of or adjustedrelating to Common Stock Equivalents outstanding as of the date hereof pursuant to events or circumstances which would also result in an adjustment in the Warrant Price), and such price as so amended shall be less than the Warrant Price or less than the Per Share Current Market Value Price in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or and receivable by the Issuer Company for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after following the date hereofOriginal Issue Date the Issuer shall issue, shall issue sell or reprice any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the aggregate price per share for which Additional Shares Common Stock is issuable upon such conversion or exchange plus the consideration received by the Issuer for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(e) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent (except Common Stock Equivalents currently outstanding or issued pursuant to contractual arrangements in existence as of the date of this Warrant) and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while ------------------------------------ this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in reduced to the first sentence of subsection lower of: (d) of this Section 4 on the basis that (1i) the maximum number of Additional Shares of Conversion Price; or (ii) a twenty-five percent (25%) discount to the lowest Aggregate Per Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued Share Price (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (e) Section 6 upon the issuance of any Convertible Security which is issued pursuant outstanding on the day immediately preceding the Issuance Date. No adjustment shall be made to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Conversion Price then in effect upon the issuance of such warrants or other rights Common Stock pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent or once where an adjustment is to the Conversion Price was made under this subsection (e) based upon as a result of the Per Share Market Value in effect on the date issuance or purchase of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such dateany Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer ------------------------------------ shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to upon the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the Issuer, Issuer at any time while this Warrant is outstanding but prior to thirty (30) months after following the date hereofOriginal Issue Date shall issue, shall issue sell or reprice any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the aggregate price per share for which Additional Shares Common Stock is issuable upon such conversion or exchange plus the consideration received by the Issuer for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(e) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while ------------------------------------ this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the lower of (w) the Warrant Price then in effect or less than (x) the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the lower of (y) the Warrant Price or less than (z) the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If The provisions of this Section 3.5(a)(vii) shall apply if (a) the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofOriginal Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent and (“Convertible Securities”), other than the Note, or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the “Common Stock Equivalents”), other than the Warrant issued pursuant to the Purchase Agreement, shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any such Common Stock Equivalent shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance issuance, amendment or amendment adjustment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 on the basis that (1) 3.5(a), with the maximum number of shares of Common Stock issuable upon conversion or exercise of such Common Stock Equivalents being deemed to have be issued or sold by the Maker at the time of issuance or sale of such Common Stock Equivalents. For purposes of this Section 3.5(a)(vii), the “price per share for which Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents may be issuable” shall be deemed to have been issued determined by dividing (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (AX) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration total amount received or receivable by the Issuer Maker as consideration for the issuance issue or sale of such Additional Shares Common Stock Equivalents, plus the minimum aggregate amount of additional consideration, if any, payable to the Maker upon the conversion or exercise thereof, by (B) the total maximum number of shares of Common Stock pursuant to issuable upon the conversion or exercise of all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Conversion Price shall be made under this subsection (e) when Common Stock is actually issued upon the issuance conversion or exchange of such Common Stock Equivalents, and if any such issue or sale of Convertible Security which Securities is issued pursuant to the made upon exercise of any warrants or other subscription or purchase rights therefor, if any Rights for which adjustment shall previously have of the Conversion Price had been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eother provisions of Section 3.5(a). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment of the Conversion Price shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after by reason of such dateissue or sale.

Issuance of Common Stock Equivalents. If In the Issuer, event the Company shall at any time while this Warrant is outstanding but prior within the Full Ratchet Period issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“ Convertible Securities ”), other than the Notes, or any rights or warrants or options to thirty (30) months after the date hereofpurchase any such Common Stock or Convertible Securities, shall issue any be issued or sold (collectively, the “ Common Stock Equivalent Equivalents ”) and the aggregate price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “ Aggregate Per Common Share Price ”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants or other subscription or purchase rights therefor, then in effect upon the issuance of such warrants or other subscription or purchase rights therefor pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If Prior to an Initial ------------------------------------ Public Offering, if the IssuerCorporation, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Dilution Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalentsissuance, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjustedamended, and such price price, as so amended amended, shall be less than the Warrant Dilution Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 4, on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Corporation shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or and receivable by the Issuer Corporation for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If The provisions of this Section 3.5(a)(vii) shall apply if (a) the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent and (“Convertible Securities”), other than the Note, or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the “Common Stock Equivalents”), other than the Warrant issued pursuant to the Purchase Agreement, shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any such Common Stock Equivalent shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance issuance, amendment or amendment adjustment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 on the basis that (1) 3.5(a), with the maximum number of shares of Common Stock issuable upon conversion or exercise of such Common Stock Equivalents being deemed to have be issued or sold by the Maker at the time of issuance or sale of such Common Stock Equivalents. For purposes of this Section 3.5(a)(vii), the “price per share for which Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents may be issuable” shall be deemed to have been issued determined by dividing (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (AX) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration total amount received or receivable by the Issuer Maker as consideration for the issuance issue or sale of such Additional Shares Common Stock Equivalents, plus the minimum aggregate amount of additional consideration, if any, payable to the Maker upon the conversion or exercise thereof, by (B) the total maximum number of shares of Common Stock pursuant to issuable upon the conversion or exercise of all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Conversion Price shall be made under this subsection (e) when Common Stock is actually issued upon the issuance conversion or exchange of such Common Stock Equivalents, and if any such issue or sale of Convertible Security which Securities is issued pursuant to the made upon exercise of any warrants or other subscription or purchase rights therefor, if any Rights for which adjustment shall previously have of the Conversion Price had been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eother provisions of Section 3.5(a). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment of the Conversion Price shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after by reason of such dateissue or sale.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Current Market Price then in effect or (at any time after September 23, 1999) less than the Per Share Market Value Warrant Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent is amended or adjusted, and such price as so amended shall be less than the Warrant Current Market Price or (at any time after September 23, 1999) less than the Per Share Market Value Warrant Price, in each case in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Current Market Value Price in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Current Market Value Price after such date.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the issue date hereofof this Note, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (di) of this Section 4 5(d) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (eii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If In the Issuer, event the Company shall at any time while this Warrant is outstanding but prior to thirty the Mandatory Conversion Date issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (30) months after “Convertible Securities”), other than Other Notes, related Warrants or Series A-1 Preferred Stock of the date hereofCompany, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall issue any be issued or sold (collectively, the “Common Stock Equivalent Equivalents”) and the aggregate price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants or other subscription or purchase rights therefor, then in effect upon the issuance of such warrants or other subscription or purchase rights therefor pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If In case the Issuer, Company shall at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share of Common for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than on the Per Share Market Value then in effect, date of issuance of such Common Stock Equivalent or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended (other than as a result of the operation of anti-dilution provisions of or adjustedrelating to Common Stock Equivalents outstanding as of the date hereof pursuant to events or circumstances which would also result in an adjustment in the Warrant Price), and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or and receivable by the Issuer Company for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security Securities which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, . if any adjustment shall previously have been made in the Warrant Price then in effect LI upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time ------------------------------------ while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("CONVERTIBLE SECURITIES"), other than the Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "COMMON STOCK EQUIVALENTS") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "AGGREGATE PER COMMON SHARE PRICE") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price and the Alternative Conversion Price Floor upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price and the Alternative Conversion Price Floor shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price and the Alternative Conversion Price Floor upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price and the Alternative Conversion Price Floor was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If The provisions of this Section 3.6(a)(vii) shall apply if (a) the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent and (“Convertible Securities”), other than the Notes, or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the “Common Stock Equivalents”) shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any such Common Stock Equivalent shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents 3.6(a). No adjustment shall be deemed made to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for Conversion Price upon the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent. No adjustment Notwithstanding the foregoing, this provision shall not apply to any stock grants or stock options granted to management under a written plan for such stock grants or options. Such stock grants or stock option plan shall not at any time result in stock grants or stock options in excess of five percent (5%) of the Warrant Price outstanding stock of Maker at the time such plan shall be made under this subsection (e) upon put into effect by vote of the issuance Maker’s board of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such datedirectors.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional additional Shares of Common Stock may be issuable beissuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance ofsuch Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional additional Shares of Common Stock may be issuable beissuable thereafter is amended or adjusted, and such price as so amended shall be less make the Aggregate Per Share Common Price beless than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in reduced to the first sentence of subsection lower of: (d) of this Section 4 on the basis that (1i) the maximum number of Additional Shares of Conversion Price; or (ii) a twenty-five percent (25%) discount to the lowest Aggregate Per Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued Share Price (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (e) Section 6 upon the issuance theissuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect outstanding on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in day immediately preceding the Per Share Market Value after such dateIssuance Date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Current Market Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Current Market Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 5 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (Aof(A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the sum of the consideration received upon issuance of such Common Stock Equivalent plus the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then (i) the number of shares for which this Warrant is exercisable shall be adjusted to equal that number of shares of Warrant Stock that the Holder would have been entitled to receive after the happening of any of the events described in this Section 4(f) if such Warrant Stock had been issued immediately prior to the happening of such event, such adjustment to become effective concurrently with the effectiveness of such event, and (ii) and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, Issuer shall issue or sell any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the aggregate price per share for which Additional Shares Common Stock is issuable upon such conversion or exchange plus the consideration received by the Issuer for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(e) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such date.Common Stock upon conversion or exchange of such Common Stock Equivalents. ­ ­ ­ ­ ­

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Promissory Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, other than those issued in connection with the issuance of the Note and the Additional Notes (collectively, the “Common Stock Equivalents”), and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalentsthe Issuance Date, the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any Common Stock Equivalent is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price with respect to such Common Stock Equivalent be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Conversion Price upon each such issuance or amendment shall be reduced to a price equal to the Aggregate Per Common Share Price; provided, however, that, notwithstanding the foregoing, if, subsequent to the Issuance Date and prior to such issuance or adjustment, the Maker shall have completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $0.80 per share, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock immediately issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after issuance or purchase of such dateConvertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to the first sentence of subsection (d) of this Section 4 on price equal to the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all Equivalent Consideration per share paid for such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock EquivalentShare Equivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further Common Stock Equivalents if adjustment shall have previously been made pursuant to this section. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share shall for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dc) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (ed) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (ed). If no adjustment is required under this subsection (ed) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (ed) based upon the Per Share Market Value Warrant Price in effect on the date of such adjustment, no further adjustment shall be made under this subsection (ed) based solely upon a change in the Per Share Market Value Warrant Price after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty a Release Event the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (30whether directly or by assumption in a merger in which the Issuer is the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or sale be adjusted to the price equal to the Common Stock Equivalent Consideration per share paid for such Common Share Equivalents. Upon and after a Release Event, this right shall cease. In the event the Issuer shall at any time following a Release Event issue any Common Stock Equivalents for Common Stock Equivalent Consideration per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in to that price (rounded to the first sentence of subsection (dnearest cent) of this Section 4 on determined by multiplying the basis that Warrant Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, or Equivalents plus (B) the date number of actual issuance shares of Common Stock (rounded to the nearest whole share) which the Common Stock Equivalent Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock EquivalentEquivalents, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the aggregate consideration for such maximum denominator of which shall be equal to the number of Additional Shares shares of Common Stock shall that would be deemed to be outstanding assuming the minimum consideration received exercise or receivable by the Issuer for the issuance conversion of such Additional Shares of Common Stock pursuant to all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further adjustment Common Stock Equivalents. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty For a period of ------------------------------------- eighteen (3018) months after following the date hereofIssuance Date, in the event the Maker shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than the Notes, or ---------------------- any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock ------------ Equivalents") and the aggregate price per share for which Additional Shares of ----------- Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common -------------------- Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, ----------- or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants or other subscription or purchase rights therefor, then in effect upon the issuance of such warrants or other subscription or purchase rights therefor pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Current Market Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Current Market Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 5 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the sum of the consideration received upon issuance of such Common Stock Equivalent plus the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, Delivery Date the Issuer shall issue or sell any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the aggregate price per share for which Additional Shares Common Stock is issuable upon such conversion or exchange plus the consideration received by the Issuer for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(e) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If the IssuerCyber, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by Cyber for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.4(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Cyber shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent (“Convertible Securities”), other than the Promissory Notes, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, other than those issued in connection with the issuance of the Note and the Additional Notes (collectively, the “Common Stock Equivalents”), and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalentsthe Issuance Date, the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any Common Stock Equivalent is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price with respect to such Common Stock Equivalent be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Conversion Price upon each such issuance or amendment shall be reduced to a price equal to the Aggregate Per Common Share Price; provided, however, that, notwithstanding the foregoing, if, subsequent to the Issuance Date and prior to such issuance or adjustment, the Maker shall have completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $1.00 per share, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock immediately issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after issuance or purchase of such dateConvertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If In the Issuer, event the Issuer shall at any time while this Warrant is outstanding but prior within the Full Ratchet Period issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ("Convertible Securities"), other than the Notes, or any rights or warrants or options to thirty (30) months after the date hereofpurchase any such Common Stock or Convertible Securities, shall issue any be issued or sold (collectively, the "Common Stock Equivalent Equivalents") and the aggregate price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Maker for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants or other subscription or purchase rights therefor, then in effect upon the issuance of such warrants or other subscription or purchase rights therefor pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum millimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the issue date hereofof this Warrant, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Purchase Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Purchase Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Purchase Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (da) of this Section 4 3 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Purchase Price shall be made under this subsection (eb) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eb). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Purchase Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Purchase Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on of which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer Company for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) (A) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection ) or (eB) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change that results in the Per Share Market Value after such dateWarrant Price being less than $1.15 per share.

Issuance of Common Stock Equivalents. If Maker in any manner issues or sells any securities of Maker or any subsidiary which would entitle the Issuer, holder thereof to acquire at any time while this Warrant Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is outstanding but prior at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to thirty (30) months after the date hereofreceive, shall issue any Common Stock Equivalent (collectively, “Common Stock Equivalents”) (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which Additional Shares one share of Common Stock may be is issuable thereafter pursuant to such Common Stock Equivalent shall be upon the conversion, exercise or exchange thereof is less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendmentApplicable Price, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the minimum Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this section, the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Issuer for the issuance of such Additional Shares Company with respect to one share of Common Stock pursuant to upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent. No adjustment Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the Warrant Price shall be made under this subsection sum of all amounts paid or payable to the holder of such Common Stock Equivalent (eor any other person) upon the issuance or sale of such Common Stock Equivalent plus the value of any Convertible Security which is issued pursuant to other consideration received or receivable by, or benefit conferred on, the exercise holder of such Common Stock Equivalent (or any warrants or other subscription or purchase rights thereforPerson). Except as contemplated below, if any no further adjustment of the Conversion Rate shall previously have been be made in the Warrant Price then in effect upon the actual issuance of such warrants shares of Common Stock upon conversion, exercise or other rights pursuant to this subsection (e)exchange of such Common Stock Equivalents. Noble Roman’s, Inc. __.__.16 10% Convertible Subordinated Note [NOTE HOLDER’ NAME TO BE INSERTED] ii. Change in Option Price or Rate of Conversion. If no adjustment is required under the purchase or exercise price provided for in any options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Conversion Rate in effect at the time of such increase or decrease shall be adjusted to the Conversion Rate which would have been in effect at such time had such options or Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this subsection (e) upon issuance section, if the terms of any Common Stock Equivalent that was outstanding as of the date of issuance of this Note are increased or once an adjustment is made under this subsection (e) based decreased in the manner described in the immediately preceding sentence, then such Common Stock Equivalent and the shares of Common Stock deemed issuable upon the Per Share Market Value in effect on exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such adjustment, no further increase or decrease. No adjustment pursuant to this section shall be made under this subsection (e) based solely upon a change if such adjustment would result in an increase of the Per Share Market Value after such dateConversion Rate then in effect.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly. Common Stock Equivalent ("Convertible Securities"), other than the Note. or any rights or warrants or options to purchase any such Common Stock or Convertible Securities. shall be issued or sold (collectively. the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent. plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the . The price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendment, amendment or adjustment. then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, . convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, . if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection subsect ion (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise. conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the IssuerCompany, at any time while this a Global Warrant Certificate is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than fifty percent (50%) of the Warrant Exercise Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjustedamended, and such price as so amended shall be less than fifty percent (50%) of the Warrant Exercise Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Exercise Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dc) of this Section 4 12 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Exercise Price shall be made under this subsection (ed) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.rights

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months ------------------------------------- after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible ----------- Securities"), other than this Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the price per share for ------------------------ which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant applicable Fixed Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Fixed Conversion Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant applicable Fixed Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer Maker for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Fixed Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefortherefore, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (evii) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (evii) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (evii) based solely upon a change in the Per Share Market Value after such date.. (viii)

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustments of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the which this Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in exercisable and the Warrant Price then in effect shall be made upon the issuance actual issue of such warrants Common Stock upon conversion or other rights exchange of such Common Stock Equivalents. Anything herein to the contrary notwithstanding, if any adjustment to the Warrant Price made pursuant to this subsection (e). If no adjustment is required under this subsection (eSection 4(f) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon would result in a Warrant Price below the Per Share Market Value in effect Price on the date of such adjustmentClosing Date, no further adjustment than the Warrant Price shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such datePrice on the Closing Date.

Issuance of Common Stock Equivalents. If Prior to an Initial Public ------------------------------------ Offering, if the IssuerCorporation, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Dilution Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalentsissuance, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjustedamended, and such price price, as so amended amended, shall be less than the Warrant Dilution Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 4, on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Corporation shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or and receivable by the Issuer Corporation for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for 8 which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any ------------------------------------ time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible ----------- Securities"), other than this Note, or any rights or warrants or options to ---------- purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the price per share for ------------------------ which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer Maker for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (evii) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (evii) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (evii) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at immediately prior to the time of such amendmentissue or sale, then (i) the number of Warrant Shares shall be adjusted to equal that number of Warrant Shares the Holder would have been entitled to receive after the happening of any of the events described in this Section 4(f) if such Warrant Shares had been issued immediately prior to the happening of such event, such adjustment to become effective concurrently with the effectiveness of such event, and (ii) and the Warrant Price upon each such issuance or amendment then in effect shall be adjusted as provided in the first sentence of subsection (dSection 4(d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant necessary to effect the conversion or exchange of all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which and outstanding and the Issuer shall enter into a firm contract for have received all of the issuance consideration payable therefor, if any, as of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) Equivalents. No further adjustment of the aggregate consideration for such maximum number of Additional Shares shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of which this Warrant is exercisable and the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) upon issuance No further adjustments of any the number of shares of Common Stock Equivalent or once an adjustment for which this Warrant is made under this subsection (e) based upon exercisable and the Per Share Market Value Warrant Price then in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after actual issue of such dateCommon Stock upon conversion or exchange of such Common Stock Equivalents.

Issuance of Common Stock Equivalents. If In case the Issuer, Company shall at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share of Common for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect on the date of issuance of such Common Stock Equivalent or less than (i) the Per Share Current Market Value Price then in effecteffect if such issue is pursuant to a public offering, or (ii) ninety five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of USD 3'500'000.-- in the aggregate, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended (other than as a result of the operation of anti-dilution provisions of or adjustedrelating to Common Stock Equivalents outstanding as of the date hereof pursuant to events or circumstances which would also result in an adjustment in the Warrant Price), and such price as so amended shall be less than the Warrant Price or less than the Per Share Current Market Value Price in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or and receivable by the Issuer Company for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If Subject to the Issuerlast sentence of Section 4(b) above, if at any time while this Warrant prior the Issuer shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to that price (rounded to the first sentence of subsection (dnearest cent) of this Section 4 on determined by multiplying the basis that Warrant Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, or Equivalents plus (B) the date number of actual issuance shares of Common Stock (rounded to the nearest whole share) that the Common Stock Equivalent Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such Common Stock EquivalentEquivalents, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the aggregate consideration for such maximum denominator of which shall be equal to the number of Additional Shares shares of Common Stock shall that would be deemed to be outstanding assuming the minimum consideration received exercise or receivable by the Issuer for the issuance conversion of such Additional Shares of Common Stock pursuant to all such Common Stock EquivalentEquivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further Common Stock Equivalents if adjustment shall have previously been made pursuant to this section. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefortherefore, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If Prior to the Issuercompletion of ------------------------------------ a Qualified Initial Public Offering, if the Corporation, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Dilution Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalentsissuance, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjustedamended, and such price price, as so amended amended, shall be less than the Warrant Dilution Price or less than the Per Share Market Value in effect at the time of such amendment, then the number of shares of Common purchasable upon exercise of this Warrant Price shall be increased upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Corporation shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or and receivable by the Issuer Corporation for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment in the number of the shares of Common purchasable upon exercise of this Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment in the number of shares of Common purchasable upon exercise of this Warrant shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant prior the Issuer shall make or issue or become irrevocably obligated to issue the Holders of its Common Stock a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is outstanding but prior to thirty (30the surviving corporation) months after the date hereofissue or sell, shall issue any Common Stock Equivalent Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Common Stock Equivalent Consideration (hereafter defined) per share for which Additional Shares of Common Stock may be is issuable thereafter pursuant to upon such Common Stock Equivalent conversion or exchange shall be less than the Warrant Price then in effect immediately prior to the time of such issue or less than the Per Share Market Value then in effectsale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall upon each such issuance or amendment shall sale be adjusted as provided in to the first sentence of subsection (d) of this Section 4 on price equal to the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all Equivalent Consideration per share paid for such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock EquivalentShare Equivalents. No further adjustment of the Warrant Price then in effect shall be made under this subsection (eSection 4(f) upon the issuance of any Convertible Security Common Stock Equivalents which is are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (eSection 4(e). If no adjustment is required under this subsection (e) No further adjustments of the Warrant Price then in effect shall be made upon issuance the actual issue of any such Common Stock Equivalent upon conversion or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date exchange of such adjustment, no further Common Stock Equivalents if adjustment shall have previously been made pursuant to this section. No adjustments of the Warrant Price shall be made under this subsection (eSection 4(f) based solely upon a change in the Per Share Market Value after such dateconnection with any Permitted Issuances.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the lower of (w) the Warrant Price then in effect or less than (x) the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the lower of (y) the Warrant Price or less than (z) the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent (other than any shares of Preferred Stock or up to $20,000,000 of any Common Stock Equivalent after the date of the Purchase Agreement) and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjustedadjusted (other than pursuant to the terms of any anti-dilution provisions contained therein), and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. (i) If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent ("Convertible Securities"), other than this Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Maker shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer Maker for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (evii). If no adjustment is required under this subsection (evii) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (evii) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (evii) based solely upon a change in the Per Share Market Value after such date.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereof, shall issue The Issuance of any Common Stock Equivalent and Equivalents shall be deemed an Issuance of the price per share for which Additional Shares maximum number of shares of Common Stock may be issuable thereafter pursuant to Issuable upon the complete exercise, conversion or exchange of such Common Stock Equivalent Equivalents (assuming the satisfaction of all vesting or other similar requirements and achievements of all thresholds or other criteria which would increase the number of shares of Common Stock ultimately issuable upon exercise, exchange or conversion), and no further adjustments shall be less made upon exercise, conversion or exchange of such Common Stock Equivalents. If the terms of any Common Stock Equivalents (excluding Common Stock Equivalents which are themselves Exempted Securities), the Issuance of which did not result in an adjustment to Applicable Conversion Price for the Series E Preferred Stock, pursuant to the provisions of this Section C.5.3 (either because the Net Consideration Per Share of the Common Stock subject thereto was equal to or greater than the Warrant Applicable Conversion Price then in effect or less than for the Per Share Market Value Series E Preferred Stock then in effect, or ifbecause Common Stock Equivalent was issued before the Series E Original Issue Date), are revised after the Series E Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such issuance Common Stock Equivalent the effect of which is to provide for either (A) any increase or decrease in the number of shares of Common Stock EquivalentsIssuable upon the complete exercise, the price per share for which Additional Shares conversion or exchange of any such Common Stock may be issuable thereafter is Equivalent or (B) any increase or decrease in the Net Consideration Per Share payable to the Corporation with respect to the Issuance of such Common Stock Equivalent or the Common Stock subject thereto upon such exercise, conversion or exchange, then such Common Stock Equivalent, as so amended or adjusted, and such price as so amended shall be less than the Warrant Price or less than the Per Share Market Value in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares shares of Common Stock issuable pursuant to all upon the complete exercise, conversion or exchange of such Common Stock Equivalents Equivalent (assuming the satisfaction of all vesting or other similar requirements and achievements of all thresholds or other criteria which would increase the number of shares of Common Stock ultimately issuable upon exercise, exchange or conversion) shall be deemed to have been issued (whether or not effective upon such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such daterevision becoming effective.

Issuance of Common Stock Equivalents. If The provisions of this Section 3.5(a)(vii) shall apply if (a) the IssuerMaker, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofIssuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalent and (“Convertible Securities”), or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the “Common Stock Equivalents”) shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to any such Common Stock Equivalent shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in to the first sentence of subsection price (drounded to the nearest cent) of this Section 4 on determined by multiplying the basis that Conversion Price by a fraction: (1) the maximum number numerator of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents which shall be deemed equal to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier sum of (A) the date on which the Issuer shall enter into a firm contract for number of shares of Common Stock outstanding immediately prior to the issuance or sale of such Common Stock Equivalent, warrants or options plus (B) the date number of actual issuance shares of such Common Stock Equivalent, and (2rounded to the nearest whole share) which the aggregate consideration for such maximum the total number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant (including any consideration paid upon conversion, exchange or exercise of the Common Stock Equivalents) so issued would purchase at a price per share equal to the Conversion Price then in effect, and (2) the denominator of which shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or conversion of all such Common Stock EquivalentEquivalents. No adjustment adjustments of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Conversion Price then in effect shall be made upon the issuance actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents if adjustment shall have previously been made pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Market Value after such dateSection.

Issuance of Common Stock Equivalents. If In the Issuer, event the Company shall at any time while this Warrant is outstanding but prior within the Full Ratchet Period issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ("Convertible Securities"), other than the Notes, or any rights or warrants or options to thirty (30) months after the date hereofpurchase any such Common Stock or Convertible Securities, shall issue any be issued or sold (collectively, the "Common Stock Equivalent Equivalents") and the aggregate price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the Warrant applicable Conversion Price then in effect or less than the Per Share Market Value then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Common Share Price be less than the Warrant applicable Conversion Price or less than the Per Share Market Value in effect at the time of such amendmentamendment or adjustment, then the Warrant applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (dvi) of this Section 4 3.6(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant applicable Conversion Price shall be made under this subsection (evii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in to the Warrant Price exercise price of such warrants or other subscription or purchase rights therefor, then in effect upon the issuance of such warrants or other subscription or purchase rights therefor pursuant to this subsection (evii). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Market Value in effect on the date of such adjustment, no further No adjustment shall be made under this subsection (e) based solely to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a change in result of the Per Share Market Value after such dateissuance or purchase of any Convertible Security or Common Stock Equivalent.

Issuance of Common Stock Equivalents. If the Issuer, at any time while this Warrant is outstanding but prior to thirty (30) months after the date hereofoutstanding, shall issue any Common Stock Equivalent and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent shall be less than the Warrant Current Market Price then in effect or (at any time after September __, 1999) less than the Per Share Market Value Warrant Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent is amended or adjusted, and such price as so amended shall be less than the Warrant Current Market Price or (at any time after September __, 1999) less than the Per Share Market Value Warrant Price, in each case in effect at the time of such amendment, then the Warrant Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (d) of this Section 4 on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Issuer shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent, and (2) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received or receivable by the Issuer for the issuance of such Additional Shares of Common Stock pursuant to such Common Stock Equivalent. No adjustment of the Warrant Price shall be made under this subsection (e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Warrant Price then in effect upon the issuance of such warrants or other rights pursuant to this subsection (e). If no adjustment is required under this subsection (e) upon issuance of any Common Stock Equivalent or once an adjustment is made under this subsection (e) based upon the Per Share Current Market Value Price in effect on the date of such adjustment, no further adjustment shall be made under this subsection (e) based solely upon a change in the Per Share Current Market Value Price after such date.