Common use of Issuance of Convertible Securities Clause in Contracts

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Anti-Dilution Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment increase of the Exercise Price Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment increase of the Exercise Price Warrant Shares shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Common Stock Equivalents and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Common Stock Equivalents for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security Common Stock Equivalents and upon conversion, exercise or exchange of such Convertible Security Common Stock Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Common Stock Equivalents for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Common Stock Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Common Stock Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Common Stock Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities Common Stock Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Common Stock Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than the Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this Section 6(e)(ii)(B)) at the time such Convertible Securities first become convertible, exercisable or otherwise pursuant to the terms thereof” shall be equal to exchangeable, by (1B) the lower maximum total number of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share shares of Common Stock issuable upon the issuance or sale of the Convertible Security and upon conversionexercise, exercise conversion or exchange of all such Convertible Security Securities. If the Convertible Securities so issued or otherwise pursuant to sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”), then for purposes of the terms thereof and (y) first sentence of this Section 6(e)(ii)(B), the lowest conversion “price set forth in such Convertible Security per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof or otherwise pursuant were equal to the terms thereof minus actual conversion price on such date (2or such higher minimum conversion price if such Variable Rate Convertible Security is subject to a minimum conversion price) (the sum “Assumed Variable Market Price”), and, further, if the conversion price of all amounts paid such Variable Rate Convertible Security at any time or payable times thereafter is less than or equal to the holder Assumed Variable Market Price last used for making any adjustment under this Section 6(e) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been equal to the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence; provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security (or any other Person) upon the issuance or sale of such shall not be deemed to be a Variable Rate Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Security. Except as contemplated below, no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleSecurities.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities (other than in an Excluded Issuance) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii5(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant Note has been or is to be made pursuant to other provisions of this Section 3(b5(e), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(f)(ii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(f), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(d)(ii), the “lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner (other than in an Exempt Issuance) issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Ordinary Share Equivalents and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Ordinary Share Equivalents for such price per share. For the purposes of this Section 3(b)(ii3(d)(ii), the “lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Share upon the issuance or sale of the Convertible Security Ordinary Share Equivalents and upon conversion, exercise or exchange of such Convertible Security Ordinary Share Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Ordinary Share Equivalents for which one share of Common Stock Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Ordinary Share Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Ordinary Share Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Ordinary Share Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities Ordinary Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Ordinary Share Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b3(d), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than pursuant to any Exempt Issuance) and the lowest price per share for which one share of Common Stock Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3.3(a)(v), the “lowest price per share for which one share of Common Stock Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Shares upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Ordinary Shares is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Fixed Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b3.3(a)(v), except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if at any time the Company 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 issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares of Common Stock for which this Warrant is at any time exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable upon the conversion, exercise conversion or exchange thereof or otherwise pursuant of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the terms thereof is less than the Applicable Price, then price per share of such share Additional Shares of Common Stock shall be deemed to be outstanding the lowest possible price in any range of prices at which such Additional Shares of Common Stock are available to such holders, and to have been issued and sold by (iii) the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities for such price per shareSecurities. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no No further adjustment of the Exercise number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made under this Section 4.5 upon the issuance of any Convertible Securities which 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 upon the issuance of such warrants or other rights pursuant to Section 4.4. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase or any warrant or other right to purchase any such Convertible Securities for which adjustment of this Warrant has adjustments thereof have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment of the Exercise Price adjustments shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than the Fixed Conversion Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this Section 5(e)(ii)(B)) at the time such Convertible Securities first become convertible, exercisable or otherwise pursuant to the terms thereof” shall be equal to exchangeable, by (1B) the lower maximum total number of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share shares of Common Stock issuable upon the issuance or sale of the Convertible Security and upon conversionexercise, exercise conversion or exchange of all such Convertible Security Securities. If the Convertible Securities so issued or otherwise pursuant to sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”), then for purposes of the terms thereof and (y) first sentence of this Section 5(e)(ii)(B), the lowest conversion “price set forth in such Convertible Security per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof or otherwise pursuant were equal to the terms thereof minus actual conversion price on such date (2or such higher minimum conversion price if such Variable Rate Convertible Security is subject to a minimum conversion price) (the sum “Assumed Variable Market Price”), and, further, if the conversion price of all amounts paid such Variable Rate Convertible Security at any time or payable times thereafter is less than or equal to the holder Assumed Variable Market Price last used for making any adjustment under this Section 5(e) with respect to any Variable Rate Convertible Security, the Fixed Conversion Price in effect at such time shall be readjusted to equal the Fixed Conversion Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been equal to the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence; provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security (or any other Person) upon the issuance or sale of such shall not be deemed to be a Variable Rate Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Security. Except as contemplated below, no No further adjustment of to the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleSecurities.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii8(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant Note has been or is to be made pursuant to other provisions of this Section 3(b8(b)(ii), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If at any time the Company 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 issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the Current Warrant Price or Current Market Price in effect immediately prior to the time of such issue or sale, then the number of Shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock is at any time issuable upon necessary to effect the conversion, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities. No adjustment of the number of shares for such price per share. For which this Warrant is exercisable and the purposes of Current Warrant Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.5 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities which are issued pursuant to the terms thereof” exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants, options or sale other rights pursuant to Section 4.4. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to exercisable and the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant, option or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of Shares for which this Warrant has is exercisable and the Current Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the Exercise number of Shares for which this Warrant is exercisable and the Current Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Excluded Securities) during the Applicable Period and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold or delivered by the Company at the time of the issuance or sale of such Convertible Securities for such price per sharethe New Issuance Price. For the purposes of this Section 3(b)(ii3(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Personperson or entity) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Personperson or entity). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant Warrants has been or is to be made pursuant to other provisions of this Section 3(b3(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue, sale or saledelivery.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii6.23(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Base Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Base Price has been or is to be made pursuant to other provisions of this Section 3(b6.23(b), except as contemplated below, no further adjustment of the Exercise Base Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, at any time while the Note is outstanding, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii6.24(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Base Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Base Price has been or is to be made pursuant to other provisions of this Section 3(b6.24(b), except as contemplated below, no further adjustment of the Exercise Base Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is Share issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including, without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b8(a), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant Note has been or is to be made pursuant to other provisions of this Section 3(b3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(i)(2), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(i)(2), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(d)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares Shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b3(d), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “"lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” " shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company (without duplication) with respect to the issuance or sale of such Convertible Security (relating to one Convertible Securities Share) or with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise exercise, or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(i)(2), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise exercise, or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise exercise, or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise exercise, or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(i)(2), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(f)(ii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(f), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If at any time the Company 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 issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional shares of Common Stock is at any time issuable upon necessary to effect the conversion, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities. No adjustment of the number of shares for such price per share. For which this Warrant is exercisable and the purposes of Current Warrant Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.5 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities which are issued pursuant to the terms thereof” exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants or sale other rights pursuant to Section 4.4. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to exercisable and the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of shares for which this Warrant has is exercisable and the Current Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the Exercise number of shares for which this Warrant is exercisable and the Current Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any stock or securities (other than Options) of the Company convertible into or exercisable or exchangeable for Common Stock (any of the foregoing, “Convertible Securities Securities”), whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than the Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this Section 6(d)(ii)(B)) at the time such Convertible Securities first become convertible, exercisable or otherwise pursuant to the terms thereof” shall be equal to exchangeable, by (1B) the lower maximum total number of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share shares of Common Stock issuable upon the issuance or sale of the Convertible Security and upon conversionexercise, exercise conversion or exchange of all such Convertible Security Securities. If the Convertible Securities so issued or otherwise pursuant to sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”), then for purposes of the terms thereof and (y) first sentence of this Section 6(d)(ii)(B), the lowest conversion “price set forth in such Convertible Security per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof or otherwise pursuant were equal to the terms thereof minus actual conversion price on such date (2or such higher minimum conversion price if such Variable Rate Convertible Security is subject to a minimum conversion price) (the sum “Assumed Variable Market Price”), and, further, if the conversion price of all amounts paid such Variable Rate Convertible Security at any time or payable times thereafter is less than or equal to the holder Assumed Variable Market Price last used for making any adjustment under this Section 6(d) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been equal to the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence; provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security (or any other Person) upon the issuance or sale of such shall not be deemed to be a Variable Rate Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Security. Except as contemplated below, no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleSecurities.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Ordinary Share Equivalents and the lowest price per share for which one share of Common Stock Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Ordinary Share Equivalents for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Share upon the issuance or sale of the Convertible Security Ordinary Share Equivalents and upon conversion, exercise or exchange of such Convertible Security Ordinary Share Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Ordinary Share Equivalents for which one share of Common Stock Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Ordinary Share Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Ordinary Share Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Ordinary Share Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities Ordinary Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Ordinary Share Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If at any time Company shall take a record of the Company holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issues (whether directly or sells by assumption in a merger in which Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of Shares for which this Warrant is exercisable and the Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock is at any time issuable upon necessary to effect the conversion, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the outstanding and Company at the time shall have received all of the consideration payable therefor, if any, as of the date of issuance or sale of such Convertible Securities for such price per shareSecurities. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further No adjustment of the Exercise number of Shares for which this Warrant is exercisable and the Warrant Price shall be made under this Section 4.5 upon the actual issuance of any Convertible Securities which 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 upon the issuance of such shares of Common Stock upon conversion, exercise warrants or exchange of such Convertible Securities or otherwise other rights pursuant to the terms thereof, and if Section 4.4. If any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of Shares for which this Warrant has is exercisable and the Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4.4, no further adjustment adjustments of the Exercise number of Shares for which this Warrant is exercisable and the Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If Subject to 7(a)(iv) below, if the Company in any manner issues or sells any Convertible Securities (other than any Excluded Securities (as defined in the Debenture Purchase Agreement)) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii7(a)(ii), the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to the difference of (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one Common Share upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable consisting of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Fixed Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b7(a), except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii7(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable (or may become issuable assuming all possible market conditions) upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable consisting of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Fixed Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b7(a), except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(a)(3)(B), the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(a)(3), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii9(e)(ii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b9(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than either or both of an amount equal to 95% of the Five (5) Day VWAP and the Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof or otherwise pursuant to (determined in accordance with the terms thereof” shall be equal to calculation method set forth in this subparagraph (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable iii)(B)), by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price set forth in or exchange ratio (a “Variable Rate Convertible Security”) (provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security), then for purposes of the first sentence of this subparagraph (B), the “price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange thereof or otherwise pursuant exchange” shall be deemed to be the terms thereof minus lowest price per share which would be applicable (2assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the sum of all amounts paid or payable to the holder conversion price of such Variable Rate Convertible Security (or any other Person) upon on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security plus at any time or times thereafter is less than or equal to the value of Assumed Variable Market Price last used for making any other consideration received or receivable by, or benefit conferred onadjustment under this paragraph (c) with respect to any Variable Rate Convertible Security, the holder Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security (or any other Person)existing at the time of the adjustment required by this sentence. Except as contemplated below, no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleSecurities.

Issuance of Convertible Securities. If In case at any time or from time to time the Company in any manner issues shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or sells shall otherwise issue, any Convertible Securities and the lowest price consideration per share for which one share Additional Shares of Common Stock is may at any time thereafter be issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is of such Convertible Securities shall be less than the Applicable PriceCurrent Market Value, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Section 4.4 hereof on the basis that (i) the maximum number of Additional Shares of Common Stock necessary to effect the conversion or exchange of all such share Convertible Securities shall be deemed to have been issued as of the computation date specified in the penultimate sentence of this Section 4.6, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be outstanding the minimum consideration received and to have been issued and sold receivable by the Company at the time of for the issuance or sale of such Additional Shares of Common Stock pursuant to the terms of such Convertible Securities for such price per shareSecurities. For the purposes of this Section 3(b)(ii)4.6, the “lowest price per share computation date for clause (i) above shall be the earliest of (A) the date on which one share the Company shall take a record of the holders of its Common Stock is issuable upon for the conversionpurpose of entitling them to receive any such Convertible Securities, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1B) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by date on which the Company with respect to one share of Common Stock upon shall enter into a firm contract for the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof Securities, and (yC) the lowest conversion price set forth in such Convertible Security for which one share date of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Convertible Securities. No adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made under this Section 4.6 upon conversion, exercise or exchange the issuance of such any Convertible Securities or otherwise which are issued pursuant to the terms thereofexercise of any warrants or other subscription or purchase rights therefor, and if any such adjustment shall previously have been made upon the issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been warrants or is to be made other rights pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale4.5 hereof.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Shares upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Ordinary Shares is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii8(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b8(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If at any time the Company 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 issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the Current Warrant Price or Current Market price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional shares of Common Stock is at any time issuable upon necessary to effect the conversion, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities. No adjustment of the number of shares for such price per share. For which this Warrant is exercisable and the purposes of Current Warrant Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.5 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities which are issued pursuant to the terms thereof” exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants or sale other rights pursuant to Section 4.4. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to exercisable and the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of shares for which this Warrant has is exercisable and the Current Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the Exercise number of shares for which this Warrant is exercisable and the Current Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. (A) If the Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversionsuch exercise, exercise conversion or exchange thereof or otherwise (as determined pursuant to the terms thereof Section 4(b)(ii)(B) if applicable) is less than the Applicable PriceMarket Price on the date of issuance, then such share the maximum total number of shares of Common Stock shall issuable upon the exercise, conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii)the preceding sentence, the “lowest "price per share for which one share of Common Stock is issuable upon the conversionsuch exercise, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to exchange" is determined by dividing (1i) the lower of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to one share of Common Stock upon as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof at the time such Convertible Security and Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon conversionthe exercise, exercise conversion or exchange of all such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Securities. Except as contemplated below, no No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such shares of Common Stock upon conversionexercise, exercise conversion or exchange of such Convertible Securities. (B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or otherwise pursuant exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the terms thereof, lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of under this Section 3(b)4 with respect to any Variable Rate Convertible Security, except as contemplated below, no further adjustment of the Exercise Price in effect at such time shall be made readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(d)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(d), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Excluded Securities) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Warrants represented by this Warrant Certificate has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share unit for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per shareunit. For the purposes of this Section 3(b)(ii8(e)(iii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and or upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b8(e), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Share upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or (other than Permitted Issuances) shall in any manner issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one Common Stock is issuable upon such conversion or exchange shall be less than the greater of (a) the Current Market Price per share of Common Stock is at any time issuable upon for the conversion, exercise period of 20 Trading Days preceding the earlier of the issuance or exchange thereof or otherwise pursuant public announcement of the issuance of such Convertible Securities and (b) the Current Warrant Price in effect immediately prior to the terms thereof is less than the Applicable Pricetime of such issue or sale, then such share the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.5 on the basis that the maximum number of Additional Shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities. No adjustment of the number of shares for such price per share. For which this Warrant is exercisable and the purposes of Current Warrant Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.7 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities which are issued pursuant to the terms thereof” exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants or sale other rights pursuant to Section 4.6. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to exercisable and the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of shares for which this Warrant has is exercisable and the Current Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the Exercise number of shares for which this Warrant is exercisable and the Current Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Share upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Common Share Equivalents and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Common Share Equivalents for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof therefore or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Share upon the issuance or sale of the Convertible Security Common Share Equivalents and upon conversion, exercise or exchange of such Convertible Security Common Share Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Common Share Equivalents for which one share of Common Stock Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Common Share Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Common Share Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Common Share Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities Common Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Common Share Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Common Stock Equivalents and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Common Stock Equivalents for such price per share. For the purposes of this Section 3(b)(ii3(d)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security Common Stock Equivalents and upon conversion, exercise or exchange of such Convertible Security Common Stock Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Common Stock Equivalents for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Common Stock Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Common Stock Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Common Stock Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities Common Stock Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Common Stock Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b3(d), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.. or

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than in an Exempt Issuance) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable consisting of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(e)(ii), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues ------------------------------------ or sells any securities or other instruments that are convertible into or exercisable or exchangeable for Common Stock" ("Convertible Securities Securities"), whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than the Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities (without giving effect to anti-dilution provisions) shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange" shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof or otherwise pursuant to of all such Convertible Securities (determined in accordance with the terms thereof” shall be equal to calculation method set forth in this subparagraph (1ii)(B)), by (B) the lower maximum total number of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share shares of Common Stock issuable upon the issuance or sale of the Convertible Security and upon conversionexercise, exercise conversion or exchange of all such Convertible Security Securities. If the Convertible Securities so issued or otherwise pursuant to sold have a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then for purposes of the terms thereof and first ------------------------------------- sentence of this subparagraph (y) ii)(B), the lowest conversion "price set forth in such Convertible Security per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange thereof or otherwise pursuant exchange" shall be deemed to be the terms thereof minus lowest price per share which would be applicable (2assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the sum of all amounts paid or payable to the holder conversion price of such Variable Rate Convertible Security (or any other Person) upon on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the "Assumed Variable Market Price"), ----------------------------- and, further, if the conversion price of such Variable Rate Convertible Security plus at any time or times thereafter is less than or equal to the value of Assumed Variable Market Price last used for making any other consideration received or receivable by, or benefit conferred onadjustment under this Section 6(c) with respect to any Variable Rate Convertible Security, the holder Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security (or any other Person)existing at the time of the adjustment required by this sentence. Except as contemplated below, no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleSecurities.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. (A) If the Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversionsuch exercise, exercise conversion or exchange thereof or otherwise (as determined pursuant to the terms thereof Section 4(b)(ii)(B) if applicable) is less than the Applicable PriceMarket Price on the date of issuance, then such share the maximum total number of shares of Common Stock shall issuable upon the exercise, conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii)the preceding sentence, the “lowest "price per share for which one share of Common Stock is issuable upon the conversionsuch exercise, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to exchange" is determined by dividing (1i) the lower of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to one share of Common Stock upon as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof at the time such Convertible Security and Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon conversionthe exercise, exercise conversion or exchange of all such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Securities. Except as contemplated below, no No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such shares of Common Stock upon conversionexercise, exercise conversion or exchange of such Convertible Securities. (B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or otherwise pursuant exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the terms thereof, lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of under this Section 3(b)4 with respect to any Variable Rate Convertible Security, except as contemplated below, no further adjustment of the Exercise Price in effect at such time shall be made readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii7(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including, without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b7(a), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If In case at any time or from ---------------------------------- time to time, the Company in any manner issues Corporation shall take a record of holders of the Other Stock for the purpose of entitling them to receive a distribution of, or sells shall otherwise issue, any Convertible Securities (other than Permitted Common Stock Issuances, and Convertible Stock) and the lowest price consideration per share for which one share additional shares of Common Stock is other stock may at any time thereafter be issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is of such Convertible Securities shall be less than the Applicable PriceMinimum Issue Price then in effect on the Computation Date (as determined below), then the Warrant Price shall be adjusted as provided in the second sentence of Subsection 4(a)(iii). Such adjustment shall be made on the basis that (i) the amount of consideration per share for which such share Additional Shares of Common Other Stock may be issued equals a fraction (x) the denominator of which is the maximum number of Additional Shares of Other Stock necessary to effect the conversion or exchange of all such Convertible Securities, and (y) the numerator of which shall be the minimum consideration received and receivable by the Corporation for the issuance of such Additional Shares of Other Stock pursuant to the terms of such Convertible Securities, (ii) the maximum number of Additional Shares of Other Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the Computation Date (determined as set forth in the penultimate sentence of this Subsection), and (iii) the aggregate consideration for such maximum number of Additional Shares of Other Stock shall be deemed to be outstanding the minimum consideration received and to have been issued and sold receivable by the Company at the time of the Corporation for issuance or sale of such Convertible Securities for such price per share. For the purposes Additional Shares of this Section 3(b)(ii), the “lowest price per share for which one share of Common Other Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to Securities. For purposes of this Subsection, the terms thereof and "Computation Date" shall be the earliest of (ya) the lowest conversion price set forth in date on which the Corporation shall take a record of the holders of its Other Stock for the purpose of entitling them to receive any such Convertible Security for which one share of Common Stock is issuable upon conversionSecurities, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2b) the sum of all amounts paid or payable to date on which the holder Corporation shall enter into a firm contract for the issuance of such Convertible Security Securities, and (or any other Personc) upon the date of actual issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Securities. Except as contemplated below, no further No adjustment of the Exercise Warrant Price shall be made under this Subsection upon the actual issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such shares of Common Stock upon conversionwarrants, exercise options or exchange of such Convertible Securities or otherwise other rights pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(bSubsection 4(a)(iv), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, during the Restricted Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(c)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If at any time Company shall take a record of the Company holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issues (whether directly or sells by assumption in a merger in which Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the Current Warrant Price or Current Market Price in effect immediately prior to the time of such issue or sale, then the number of Shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock is at any time issuable upon necessary to effect the conversion, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the outstanding and Company at the time shall have received all of the consideration payable therefor, if any, as of the date of issuance or sale of such Convertible Securities Securities. No adjustment of the number of Shares for such price per share. For which this Warrant is exercisable and the purposes of Current Warrant Price shall be made under this Section 3(b)(ii)4.5 upon the issuance of any Convertible Securities which 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 upon the “lowest price per share for which one share issuance of such warrants or other rights pursuant to Section 4.4. No further adjustments of the number of shares of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock this Warrant is issuable upon conversion, exercise exercisable or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of shares of Common Stock for which this Warrant has is exercisable and the Current Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the Exercise number of shares of Common Stock for which this Warrant is exercisable or the Current Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities convertible securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities convertible securities for such price per share. For the purposes of this Section 3(b)(ii3(f)(ii), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security convertible security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof convertible security and (y2) the lowest conversion price set forth in such Convertible Security convertible security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security convertible security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security convertible security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security convertible security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofconvertible securities, and if any such issuance issue or sale of such Convertible Securities convertible securities is made upon exercise of any Options options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(f), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii)3.2.2, the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b)3.2, except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If at any time the Company shall take a record of holders of its Shares for the purpose of entitling them to receive a distribution of, or shall in any manner issues (whether directly or sells by assumption in a merger where the Company is the surviving corporation) issue or sell, any Convertible Securities other than Permitted Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share Share for which one share of Common Stock is at any time Shares are issuable upon the conversion, exercise such conversion or exchange thereof or otherwise pursuant to the terms thereof is shall be less than the Applicable PriceExercise Price in effect immediately prior to the time of such issue or sale, then the number of Shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares necessary to effect the conversion or exchange of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No adjustment of the number of Shares for such price per share. For which this Warrant is exercisable and the purposes of Exercise Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.5 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities that are issued pursuant to the terms thereof” exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants or sale other rights pursuant to Section 4.4. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of exercisable and the Exercise Price shall be made upon the actual issuance issue of such shares of Common Stock Shares upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of Shares for which this Warrant has is exercisable and the Exercise Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the number of Shares for which this Warrant is exercisable and the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii8(B)(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant Note has been or is to be made pursuant to other provisions of this Section 3(b8(B)(a), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Adjusted Conversion Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii5.1(b), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Adjusted Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Adjusted Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b)5.1, except as contemplated below, no further adjustment of the Exercise Adjusted Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3.3(a)(v), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1a) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2b) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Fixed Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b3.3(a)(v), except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If at any time Company shall take a record of Holders of its Shares for the Company purpose of entitling them to receive a distribution of, or shall in any manner issues (whether directly or sells by assumption in a merger where Company is the surviving corporation) issue or sell, any Convertible Securities other than Permitted Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share Share for which one share of Common Stock is at any time Shares are issuable upon the conversion, exercise such conversion or exchange thereof or otherwise pursuant to the terms thereof is shall be less than the Applicable PriceExercise Price in effect immediately prior to the time of such issue or sale, then the number of Shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares necessary to effect the conversion or exchange of all such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the outstanding and Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No adjustment of the number of Shares for such price per share. For which this Warrant is exercisable and the purposes of Exercise Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.5 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities that are issued pursuant to the terms thereof” exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants or sale other rights pursuant to Section 4.4. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of exercisable and the Exercise Price shall be made upon the actual issuance issue of such shares of Common Stock Shares upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of Shares for which this Warrant has is exercisable and the Exercise Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the number of Shares for which this Warrant is exercisable and the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company Partnership in any manner issues or sells any Convertible Securities and the lowest price per share unit for which one share of Common Stock Units is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Units shall be deemed to be outstanding and to have been issued and sold by the Company Partnership at the time of the issuance or sale of such Convertible Securities for such price per shareunit. For the purposes of this Section 3(b)(ii2(b)(ii), the “lowest price per share unit for which one share of Common Stock Units is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company Partnership with respect to one share of Common Stock Units upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Units is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Units upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities after the Initial Exercise Date and the lowest price per share for which one share of Class A Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Class A Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Class A Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to any one share of Class A Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security less any consideration paid or otherwise pursuant payable by the Company with respect to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Class A Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received and upon conversion, exercise or receivable by, or benefit conferred on, the holder exchange of such Convertible Security (or any other Person)Security. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Class A Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, at any time on or after the Issue Date, the Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than the Conversion Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold are not Variable Rate Securities, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (ii)(B)) at the time such Convertible Securities first become convertible, exercisable or otherwise pursuant to the terms thereof” shall be equal to exchangeable, by (1B) the lower maximum total number of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share shares of Common Stock issuable upon the issuance or sale of the Convertible Security and upon conversionexercise, exercise conversion or exchange of all such Convertible Security or otherwise pursuant Securities. No further adjustment to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise Securities. To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities, upon the terms thereofexpiration or termination of the right to convert such Convertible Securities into Common Stock, and if any such the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance or sale of such Convertible Securities is been made upon exercise on the basis of any Options for which adjustment delivery of this Warrant has been or is to be made pursuant to other provisions only the number of this Section 3(b), except as contemplated below, no further adjustment shares of the Exercise Price shall be made by reason of such issuance or saleCommon Stock actually delivered.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable PriceExercise Price then in effect, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Ordinary Share upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If at any time the Company 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 issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one Common Stock is issuable upon such conversion or exchange shall be less than the greater of (a) the Current Market Price per share of Common Stock is at any time issuable upon for the conversion, exercise period of 20 Trading Days preceding the earlier of the issuance or exchange thereof or otherwise pursuant Public announcement of the issuance of such Convertible Securities and (b) the Current Warrant Price in effect immediately prior to the terms thereof is less than the Applicable Pricetime of such issue or sale, then such share the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities Securities. No adjustment of the number of shares for such price per share. For which this Warrant is exercisable and the purposes of Current Warrant Price shall be made under this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable 4.5 upon the conversion, exercise or exchange thereof or otherwise issuance of any Convertible Securities which are issued pursuant to the terms thereof” exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock previously have been made upon the issuance of such warrants or sale other rights pursuant to Section 4.4. No further adjustments of the Convertible Security and upon conversion, exercise or exchange number of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security shares for which one share of Common Stock this Warrant is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to exercisable and the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustment adjustments of the number of shares for which this Warrant has is exercisable and the Current Warrant Price have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below4, no further adjustment adjustments of the Exercise number of shares for which this Warrant is exercisable and the Current Warrant Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(iii), the “lowest price per share for which one share of Common Stock Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b3(e), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities convertible securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities convertible securities for such price per share. For the purposes of this Section 3(b)(ii3(g)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security convertible security and upon conversion, exercise or exchange of such Convertible Security convertible security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security convertible security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security convertible security (or any other Person) upon the issuance or sale of such Convertible Security convertible security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security convertible security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities convertible securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities convertible securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b3(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(b)(2), the “lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(b)(2), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock Convertible Securities Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Convertible Securities Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii7(c)(ii), the “"lowest price per share for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” " shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company (without duplication) with respect to the issuance or sale of such Convertible Security (relating to one Convertible Securities Share) or with respect to one share of Common Stock Convertible Securities Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof thereof, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b7(c), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable then current Fixed Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable (or may become issuable assuming all possible market conditions) upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable consisting of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Fixed Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Fixed Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b3(e)(ii), except as contemplated below, no further adjustment of the Fixed Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, at any time while this Note is outstanding on or after the date of the occurrence (if any) of an Event of Default, the Company in any manner issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Common Shares Equivalents and the lowest price per share for which one share of Common Stock is Shares are at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Common Shares Equivalents for such price per share. For the purposes of this Section 3(b)(ii5(d), the “lowest price per share for which one share of Common Stock is Shares are at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Shares upon the issuance or sale of the Convertible Security Common Shares Equivalents and upon conversion, exercise or exchange of such Convertible Security Common Shares Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Common Shares Equivalents for which one share of Common Stock is Shares are issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Common Shares Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Common Shares Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Common Shares Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities Common Shares Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Common Shares Equivalents is made upon exercise of any Options for which adjustment of this Warrant Note has been or is to be made pursuant to other provisions of this Section 3(b5(d), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If the ---------------------------------- Company in any manner issues or sells any Convertible Securities Securities, whether or not immediately convertible, exercisable or exchangeable, and the lowest price per share for which one share Common Stock is issuable upon such conversion, exercise or exchange is less than the Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof of all such Convertible Securities shall, as of the date of the issuance or otherwise pursuant to the terms thereof is less than the Applicable Pricesale of such Convertible Securities, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of this Section 3(b)(ii)the immediately preceding sentence, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange" shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (iii)(B)) at the time such Convertible Securities first become convertible, exercisable or otherwise pursuant to the terms thereof” shall be equal to exchangeable, by (1B) the lower maximum total number of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share shares of Common Stock issuable upon the issuance or sale of the Convertible Security and upon conversionexercise, exercise conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security") provided, ---------------------------------- however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security or otherwise pursuant shall not be deemed to be a Variable Rate Convertible Security, then for purposes of the terms thereof and first sentence of this subparagraph (y) B), the lowest conversion "price set forth in such Convertible Security per share for which one share of Common Stock is issuable upon such conversion, exercise or exchange thereof or otherwise pursuant exchange" shall be deemed to be the terms thereof minus lowest price per share which would be applicable (2assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the sum of all amounts paid or payable to the holder conversion price of such Variable Rate Convertible Security (or any other Person) upon on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the "Assumed Variable Market ----------------------- Price"), and, further, if the conversion price of such Variable ----- Rate Convertible Security plus at any time or times thereafter is less than or equal to the value of Assumed Variable Market Price last used for making any other consideration received or receivable by, or benefit conferred onadjustment under this paragraph (c) with respect to any Variable Rate Convertible Security, the holder Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security (or any other Person)existing at the time of the adjustment required by this sentence. Except as contemplated below, no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise Securities. To the extent that shares of Common Stock are not delivered pursuant to the terms thereof, and if any such issuance or sale conversion of such Convertible Securities, upon the expiration or termination of the right to convert such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b)into Common Stock, except as contemplated below, no further adjustment of the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made by reason upon the issuance of such issuance or saleConvertible Securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

Issuance of Convertible Securities. If If, during the Adjustment Period, the Company in any manner issues grants or sells any Convertible Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock underlying a Convertible Security is at any time issuable upon the conversion, exercise or exchange thereof of any Convertible Securities issuable upon exercise of any such Convertible Security (such shares of Common Stock issuable upon such conversion, exercise or otherwise pursuant to exchange of any Convertible Securities, the terms thereof “Convertible Securities Shares”) is less than the Applicable Price, then such share shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance granting or sale of such Convertible Securities Security for such price per share. For the purposes of this Section 3(b)(ii3(f)(i), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereofof any Convertible Securities issuable upon exercise of any such Convertible Security” shall be equal to (1) the lower of (xA) the sum of (1) the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Convertible Securities Share upon the issuance granting or sale of the such Convertible Security and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Convertible Security or otherwise pursuant to the terms thereof and (y2) the lowest conversion exercise price set forth in such Convertible Security for which one share of Common Stock Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof of any Convertible Securities issuable upon exercise of any such Convertible Security, minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) ), with respect to any one Convertible Securities Share, upon the issuance granting or sale of such Convertible Security and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares Convertible Securities Share or of Common Stock such Convertible Securities upon the actual issuance of such Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleSecurities.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that qualify as Excluded Securities) during the Applicable Period and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold or delivered by the Company at the time of the issuance or sale of such Convertible Securities for such price per sharethe New Issuance Price. For the purposes of this Section 3(b)(ii4.4(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Personperson or entity) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Personperson or entity). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant Warrants has been or is to be made pursuant to other provisions of this Section 3(b)4.4, except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue, sale or saledelivery.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable PriceExercise Price then in effect, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii4.3(b), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Personperson) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Personperson). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b)4.3, except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. If If, during the Restricted Period, the Company in any manner issues or sells any Convertible Securities and the lowest price per share of Common Stock for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii2(c)(ii), the “lowest price per share of Common Stock for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (xA) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b2(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company shall, at any time or from time to time after the Issue Date, in any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 4.6(c)(v)) for which one share of Common Stock is at any time issuable upon the conversion, exercise conversion or exchange thereof or otherwise pursuant to the terms thereof of such Convertible Securities is less than the Applicable PriceMarket Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this adjusting the Warrant Exercise Price pursuant to Section 3(b)(ii4.6(a)), the “lowest at a price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 4.6(a)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to one share of Common Stock upon as consideration for the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance granting or sale of such Convertible Security Securities, plus (y) the value minimum aggregate amount of any other consideration received additional consideration, if any, payable to the Company upon the conversion or receivable by, or benefit conferred on, the holder exchange of all such Convertible Security Securities, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or any other Person)exchange of all such Convertible Securities. Except as contemplated belowotherwise provided in Section 4.6(c)(iii), (A) no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, (B) no further adjustment of the Warrant Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such issuance or saleConvertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of this Section 4.6(c).

Issuance of Convertible Securities. Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Convertible Securities Common Stock Equivalents and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Common Stock Equivalents for such price per share. For the purposes of this Section 3(b)(ii3.1(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security Common Stock Equivalent and upon conversion, exercise or exchange of such Convertible Security Common Stock Equivalent or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Common Stock Equivalent (or any other Person) upon the issuance or sale of such Convertible Security Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities Common Stock Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Common Stock Equivalents is made upon exercise of any Options for which adjustment of this the Warrant has been or is to be made pursuant to other provisions of this Section 3(b)3.1, except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale. This Section 3.1(ii) shall not apply to any Exempt Issuance.

Issuance of Convertible Securities. If In the case the Company in shall at any manner issues time after the date hereof issue options, rights, or sells warrants to subscribe for shares of Common Stock, or issue any Convertible Securities and the lowest price securities convertible into or exchangeable for shares of Common Stock, for a consideration per share for which one share (as calculated as described below) less than the Exercise Price in effect immediately prior to issuance of such options, rights or warrants, or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights or warrants, or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 3.2(a) hereof, provided that: (1) The aggregate maximum number of shares of Common Stock is at any time issuable upon the conversionunder such options, exercise rights or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock warrants shall be deemed to be outstanding and to have been issued and sold by outstanding at the Company time such options, rights or warrants were issued, and shall be deemed to be issued for a consideration equal to the minimum purchase price per share provided for in such options, rights or warrants at the time of issuance, plus the issuance or consideration received in connection with sale of such Convertible Securities the foregoing, if any, received by the Company for such price per share. For options, rights or warrants; provided, however, that upon the purposes expiration or other termination of this Section 3(b)(ii)such options, rights or warrants, if any thereof shall not have been exercised, the “lowest price per share for which one share number of shares of Common Stock is deemed to be issued and outstanding pursuant to this subsection (1) shall be reduced by such number of shares as to which options, warrants and/or rights shall have expired or terminated unexercised, and such number of shares of Common Stock shall no longer be deemed to be issued and outstanding, and the Exercise Price then in effect shall forthwith be readjusted and thereafter be the price which it would have been had such adjustment been made on the basis of the issuance only of shares of Common Stock actually issued or issuable upon the conversionexercise of those options, rights or warrants as to which the exercise of rights shall not have expired or terminated unexercised. (2) The aggregate maximum number of shares of Common Stock issuable upon conversion or exchange thereof of any convertible or otherwise pursuant exchangeable securities shall be deemed to be issued and outstanding at the time of issuance of such securities, and shall be deemed to be issued for a consideration equal to the terms thereof” shall be equal to (1) consideration received in connection with the lower of (x) the sum sale of the lowest amounts of consideration (foregoing received by the Company for such securities, plus the consideration, if any) received or , receivable by the Company with respect to one share of Common Stock upon the issuance conversion or sale exchange thereof; provided, however, that upon the termination of the Convertible Security right to convert or exchange such convertible or exchangeable securities (whether by reason of redemption or otherwise), the number of shares deemed to be issued and outstanding pursuant to this subsection (2) shall be reduced by such number of shares as to which the conversion or exchange rights shall have expired or terminated unexercised, and such number of shares shall no longer be deemed to be issued and outstanding and the Exercise Price then in effect shall forthwith be readjusted and thereafter be the price which it would have been had such adjustment been made on the basis of the issuance only of shares actually issued or issuable upon conversionthe conversion or exchange of those convertible or exchangeable securities as to which the conversion or exchange rights shall not have expired or terminated unexercised. (3) If any change shall occur in the price per share provided for in any of the options, rights or warrants referred to in subsection (1) of this Section 3.2(b), or in the price per share at which the securities referred to in subsection (2) of this Section 3.2(b) are convertible or exchangeable, such options, rights or warrants or conversion or exchange rights, as the case may be, shall be deemed to have expired or terminated on the date when such price change became effective in respect of shares not theretofore issued pursuant to the exercise or conversion or exchange thereof, and the Company shall be deemed to have issued upon such date new options, rights or warrants or convertible or exchangeable securities at the new price in respect of the number of shares issuable upon the exercise of such options, rights or warrants or the conversion or exchange of such Convertible Security convertible or otherwise pursuant to the terms thereof and exchangeable securities. (y4) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated belowotherwise provided in this Section 3.2(b), no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversionexercise of options, exercise rights or warrants or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities any convertible or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or saleexchangeable securities.

Issuance of Convertible Securities. If Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 17 hereof, if at any time the Company 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 issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the lowest price per share for which one share Common Stock is issuable upon such conversion or exchange shall be less than the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares of Common Stock for which this Warrant is at any time exercisable and the Current Warrant Price shall be adjusted as provided in Section 5.2(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable upon the conversion, exercise conversion or exchange thereof or otherwise pursuant of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the terms thereof is less than the Applicable Price, then price per share of such share Additional Shares of Common Stock shall be deemed to be outstanding the lowest possible price in any range of prices at which such Additional Shares of Common Stock are available to such holders, and to have been issued and sold by (iii) the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance or sale of such Convertible Securities for such price per shareSecurities. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no No further adjustment of the Exercise number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made under this Section 5.4 upon the issuance of any Convertible Securities which 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 upon the issuance of such warrants or other rights pursuant to Section 5.3. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities or otherwise pursuant to the terms thereofand, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase or any warrant or other right to purchase any such Convertible Securities for which adjustment of this Warrant has adjustments thereof have been or is are to be made pursuant to other provisions of this Section 3(b), except as contemplated below5, no further adjustment of the Exercise Price adjustments shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii8(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof and (y) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the such Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person)Security. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b8(c)(ii), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale. For clarification purposes and without limiting the foregoing, in calculating the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” paid or payable to the Company pursuant to this Section 8(c)(ii), any amounts paid or payable to the holder of such Convertible Security (or any other Person) upon conversion or exercise (as applicable) of such Convertible Security shall reduce the value of the consideration paid or payable to the Company in such conversion, exercise or exchange and/or, as the case may be, the value of any other consideration or benefit conferred.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii7(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereofSecurities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant the Conversion Price has been or is to be made pursuant to other provisions of this Section 3(b7(a), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any Convertible Securities agreement to issue or sell) any Common Share Equivalents and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities Common Share Equivalents for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms 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 Company with respect to one share of Common Stock Share upon the issuance or sale of the Convertible Security Common Share Equivalents and upon conversion, exercise or exchange of such Convertible Security Common Share Equivalents or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security Common Share Equivalents for which one share of Common Stock Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security Common Share Equivalents (or any other Person) upon the issuance or sale of such Convertible Security Common Share Equivalents plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security Common Share Equivalents (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Convertible Securities Common Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities Common Share Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.