Common use of Issuance of Convertible Securities Clause in Contracts

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(33(e)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f3(e).

Issuance of Convertible Securities. In case If Company shall, at any time or from time to time after the Company shall Issue Date, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 7(c)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than either of the Original Prices in effect immediately prior to the time of the granting or sale of such Convertible Securities, then 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 (determined and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Warrant Shares pursuant to Section 7(b)), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 7(b)) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 7(c)(iii), (A) no further adjustment of the number of Warrant Price Shares shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bB) no further adjustment of the number of Warrant Price Shares shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the number of Warrant Price Shares have been made pursuant to the other provisions of subsection 8(fthis Section 7(c).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3)(iii) below, no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f)this Section 6.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(c)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(c).

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the Applicable Price, then 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 the granting, issuance or sale (determined or the date of execution of such agreement to grant, issue or sell, as applicable) of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price pursuant to this Section 5.4), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of this Section 5.4) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 5.4(c), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of or the Warrant Price shall be made by reason of the issue granting, issuance or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fthis Section 5.4. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(b), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3paragraph (e)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fparagraph (e). No adjustment pursuant to this Section 9 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(c)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(c).

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (is less than the Antidilution Strike Price effective immediately prior to the time of such issuance or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of this paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchange" will be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue issuance or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in paragraphs (c) shall and (d) below, no adjustment of the Exercise Price will be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of made when Common Stock issuable is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue issuance or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 3, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Exercise Price shall will be made by reason of the issue such issuance or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is Ordinary Shares are issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock Ordinary Shares issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock Ordinary Shares issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock Ordinary Shares upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant PriceSecurities, provided that (a) except as otherwise provided in subsection 8(f)(38(g)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fSection 8(g).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Conversion Price, provided that (a) except as otherwise provided in subsection 8(f)(310(d)(ii)(3), no adjustment of the Warrant Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been made pursuant to the other provisions of subsection 8(f10(d).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(38(g)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fSection 8(g).

Issuance of Convertible Securities. In case the event the Company shall in any manner issue (whether directly and not or by assumption in a merger or otherwisein which the Company is the surviving corporation) issue or sell any Convertible Securities, other than pursuant to Permitted Issuances, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total Warrant Price shall be adjusted as provided in Section 4(d) on the basis that the maximum number of shares Additional Shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter Securities. No adjustment of the Warrant Price shall be deemed made under this Section 4(f) upon the issuance of any Convertible Securities that are issued pursuant to be outstanding for purposes the exercise of adjusting any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3issuance of such warrants or other rights pursuant to Section 4(e), no adjustment . No further adjustments of the Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the and, if any 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 adjustments of the Warrant Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 4, no further adjustments of the Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(d)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(d).

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is Shares are issuable upon such conversion or exchange (thereof is less than the Exercise Price in effect immediately prior to the time of such issue or sale, then the maximum number of Common Shares issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issue or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the "price per share for which Common Shares are issuable upon conversion or exchange thereof" is determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Shares issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the Exercise Price shall be less than made upon the Warrant Price in effect immediately prior to the time actual issue of such issue or sale, then the total maximum number of shares of Common Stock issuable Shares upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis paragraph 2B, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Exercise Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange immediately convertible or convert any such Convertible Securities are immediately exercisableexchangeable, and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Fair Market Value per share of the Common Stock in effect on the earlier of (x) the announcement of such issuance or sale and (y) the date of issuance or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of this paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no . No further adjustment of the Warrant Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities and (b) is made upon exercise of any Options for which adjustments of the Exercise Price have been or are to be made pursuant to other provisions of this Section 2B, no further adjustment of the Warrant Exercise Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case 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 issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation) issue or otherwise) or sell sell, any Convertible SecuritiesSecurities (other than Permitted Issuances), whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the total 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 issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no Securities. No adjustment of the number of shares for which this Warrant is exercisable and 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 for which this Warrant is exercisable and the Current Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the and, if any 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 adjustments of the number of shares for which this Warrant is exercisable and the Current Warrant Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 4, no further adjustments of the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case If at any time the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount consideration received or receivable by the Company as consideration in payment for the issue or sale of such Convertible Securities, plus (y) Securities shall be less than the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange Convertible Security Value thereof, by (ii) then the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) thereafter comprising a Stock Unit shall be less than the Warrant Price in effect immediately prior increased to the time of such issue or sale, then the total maximum a number of shares of Common Stock issuable upon conversion or exchange having a value immediately following the computation date (as established below) equal to the value of all the number of shares comprising such Stock Unit immediately before such increase. For this purpose, the value before the increase will be the Current Market Price of the Common Stock (determined as at the date immediately preceding such increase) divided by the number of shares of Common Stock outstanding on a fully diluted basis, and the value immediately following the computation date shall be the foregoing value, except that the numerator shall be the Current Market Price plus the cash amount paid to the Company for such Convertible Securities less the Convertible Security Value of such Convertible Securities on issuance and the denominator shall be deemed to have been issued for increased by the number of Additional Shares of Common Stock issuable on exercise of such price per share as Convertible Securities. For purposes of this Section 6.04, the computation date shall be the earliest of (i) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such Convertible Securities, (ii) the date of on which the issue Company shall enter into a firm contract for the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes (iii) the date of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no actual issuance or sale of such Convertible Securities. No further adjustment of the Warrant Price number of shares of Common Stock comprising a Stock Unit shall be made under this Section 6.04 upon the actual issuance or sale of such Common Stock upon any Convertible Securities or the conversion or exchange of such Convertible Securities and (b) no further adjustment into Additional Shares of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f).Common Stock:

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(e)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(e). No adjustment pursuant to this Section 9 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Issuance of Convertible Securities. In case at any time after the date hereof the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to exchange or convert any such Convertible Securities are thereunder is immediately exercisable, and the price per share for which shares of Common Stock is are issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share be outstanding as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding have been issued for purposes of adjusting such price per share, with the effect on the Warrant PricePrice specified in Section 9(d)(i); provided, provided however, that (a) except as otherwise provided in subsection 8(f)(3subparagraph (C), no further adjustment of the Warrant Price shall be made upon the actual issuance issue of such shares of Common Stock upon conversion or exchange of such Convertible Securities Securities, and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option or warrant to purchase any such Convertible Securities for which adjustments of the Warrant Price are made pursuant to the provisions of subparagraph (A), no further adjustment of the Warrant Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable considerationConsideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of this subsection 8(f8(f)(2).

Issuance of Convertible Securities. In case at any time or from time to time the Company shall in any manner issue (directly and not by assumption in take a merger record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or otherwise) or sell shall otherwise issue, any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price consideration per share for which Additional Shares of Common Stock is may at any time thereafter be issuable upon pursuant to the terms of such conversion or exchange (determined by dividing Convertible Securities shall be less than the greater of (i) the sum (which sum shall constitute the applicable consideration) Current Market Price per share of (x) the total amount received Common Stock or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total Current Warrant Price per share of Common Stock, then the number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) thereafter comprising a Stock Unit shall be less than adjusted to be the Warrant Price greater of those numbers determined pursuant to clauses (A) and(B) in effect immediately prior the first sentence of Subsection C of this Section 4. All adjustments made pursuant to this Subsection E shall be made on the time of such issue or sale, then basis that (i) the total maximum number of shares Additional Shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the computation date specified in the penultimate sentence of this Subsection, (ii) the issue or sale aggregate consideration for such maximum number of such Convertible Securities and thereafter Additional Shares of Common Stock shall be deemed to be outstanding the minimum consideration received and receivable by the Company for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Additional Shares of Common Stock upon conversion or exchange pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this Subsection, the computation date for clause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such Convertible Securities, (b) no further the date on which the Company shall enter into a firm contract for the issuance of such Convertible Securities, and (c) the date of actual issuance of such Convertible Securities. No adjustment of the Warrant Price number of shares of Common Stock comprising a Stock Unit shall be made by reason under this Subsection upon the issuance of the issue or sale of any Convertible Securities upon which are issued pursuant to the exercise of any Options to warrants, options or other subscription or purchase rights therefor, if any such Convertible Securities for which adjustments of the Warrant Price adjustment shall previously have been made upon the issuance of such warrants, options or other rights pursuant to the other provisions Subsection D of subsection 8(f)this Section 4.

Issuance of Convertible Securities. In case If the Company shall Corporation, at any time or from time to time after the Date of Issuance, in any manner issue issues or sells (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 9(c)(5)) for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be Securities is less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all the total maximum amount of such Convertible Securities shall be deemed to have been issued for such price per share as by the Corporation at the time of the date of the issue issuance or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant PriceConversion Price pursuant to Section 9(a)), provided that at a price per share equal to the quotient determined by dividing (ai) except the sum (which sum shall constitute the applicable consideration received for purposes of Section 9(a)) of (x) the total amount, if any, received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of all such Convertible Securities, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in subsection 8(f)(3Section 9(c)(3), no further adjustment of the Warrant Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities and (b) is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 9(c), no further adjustment of the Warrant Conversion Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (thereof is less than the Adjustment Multiplier, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than . No further adjustment of the Warrant Exercise Price in effect immediately prior to or the time of such issue or sale, then the total maximum number of shares of Common Stock issuable hereunder shall be made when Common Stock is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Exercise Price or the number of shares of Common Stock issuable hereunder had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 2, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Exercise Price or the number of shares of Common Stock issuable hereunder shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Purchase Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(c)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(c).

Issuance of Convertible Securities. In case the Company Corporation shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3)(b)(iii) of this Section 11, no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f)Section 11.

Issuance of Convertible Securities. In case the Company Corporation shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable Corporation upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Priceoutstanding, provided that (ai) except as otherwise provided in subsection 8(f)(3)paragraph (c) below, no adjustment of the Warrant Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities Securities, and (bii) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options Option to purchase any such Convertible Securities for which adjustments of the Warrant Exercise Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 3, no further adjustment of the Warrant Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 2(c)(iv)) for which Common Stock Ordinary Shares is issuable upon such the conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then the total maximum number of Ordinary Shares 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 (determined and thereafter shall be deemed issued or sold for purposes of adjusting the Exercise Price pursuant to Section 2(b)), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 2(b)) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock Ordinary Shares issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 2(c)(iii), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock Ordinary Shares upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of or the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fthis Section 2(c).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Conversion Price, provided that (a) except as otherwise provided in subsection 8(f)(311(d)(ii)(3), no adjustment of the Warrant Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been made pursuant to the other provisions of subsection 8(f11(d).

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (thereof is less than the 1999 Subordinated Note Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities 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, the "price per share for which Common Stock" shall be determined by dividing (A) the sum of (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (yii) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the 1999 Subordinated Note Conversion Price shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of made when Common Stock issuable is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the 1999 Subordinated Note Conversion Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 6, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant 1999 Subordinated Note Conversion Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(39(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f9(f).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3paragraph (e)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fparagraph (e). No adjustment pursuant to this Section 3 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3Section 3(b)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fSection 3(b).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue issuance or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue issuance or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue issuance or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f).

Issuance of Convertible Securities. In case If at any time the Company Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issue (whether directly and not or by assumption in a merger in which the Issuer is the surviving corporation) issue or otherwise) or sell sell, any Convertible Securities, other than Permitted Issuances, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Current Market Price in effect immediately prior to the time of such issue or salesale of Convertible Securities, then the total Current Warrant Price shall be adjusted as provided in Section 4.3(a) of this Agreement on the basis that (A) the maximum number of shares Additional Shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for be Outstanding immediately following such issuance, (B) the price per share of such Additional Shares of Common Stock shall be deemed to be the lowest possible price in any range of prices at which such Additional Shares of Common Stock are available to such holders, and (C) the Issuer shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no Securities. No adjustment 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 adjustments shall previously have been made upon the issuance of such warrants or other rights pursuant to Section 4.4 of this Agreement. No further adjustments of the Current Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the and, if any issue or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to purchase any such Convertible Securities for which adjustments of the Current Warrant Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 4, no further adjustments of the Current Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (aC) except as otherwise provided in subsection 8(f)(3Section 3(g)(iii), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bD) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(fSection 3(g).

Issuance of Convertible Securities. In case the Company shall If XM in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any immediately convertible (other than where such Convertible Securities are immediately exercisable, issuable upon the exercise of Options for which an adjustment was made pursuant to Section 2.09(k)(i)) and the price per share for which Common Stock XM Shares are issuable upon such conversion is less than the Closing Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of XM Shares issuable upon the conversion of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued by XM for such price per share. For the purposes of the preceding sentence, the "price per share for which XM Shares are issuable upon such conversion or exchange (exchange" is determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount amount, if any, received or receivable by the Company XM as consideration for the issue issuance or sale of all such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company XM upon the conversion or exchange thereofthereof at the time such Convertible Securities first become convertible, by (ii) the maximum total number of shares of Common Stock XM Shares issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior . No further adjustment to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Exchange Price shall be made upon the actual issuance of such Common Stock XM Shares upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities and (b) is made upon exercise of any Options for which adjustments of the Exchange Price had been or are to be made pursuant to other provisions of this Section 2.09, no further adjustment of the Warrant Exchange Price shall be made by reason of the issue such issuance or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case at any time or from time to time the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price consideration per share for which Common Additional Shares of Nonpreferred Stock is may at any time thereafter be issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of pursuant to such Convertible SecuritiesSecurities shall be less than the Current Market Price per share of Common Stock, plus (y) then the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) thereafter comprising a Share shall be less than adjusted (as at the Warrant Price applicable date specified in effect immediately prior to the time penultimate sentence of such issue or sale, then this Section 4.D) as provided in Section 4.B on the total basis that (i) the maximum number of shares Additional Shares of Common Nonpreferred Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date for the determination of the issue or sale Current Market Price per share of Common Stock as hereinafter provided, and (ii) the aggregate consideration for such Convertible Securities and thereafter maximum number of Additional Shares of Nonpreferred Stock shall be deemed to be outstanding the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Nonpreferred Stock pursuant to the terms of such Convertible Securities. For purposes of adjusting this Section 4.D, the Warrant Price, provided that date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of (a) except as otherwise provided in subsection 8(f)(3)the date on which the Company shall enter into a firm contract for the issuance of such Convertible Securities, no adjustment or (b) the date of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further Securities. No adjustment of the Warrant Price number of shares of Common Stock comprising a Share shall be made by reason under this Section 4.D upon the issuance of the issue or sale of any Convertible Securities upon which are issued pursuant to the exercise of any Options to warrants or other subscription or purchase rights therefor, if any such Convertible Securities for which adjustments of the Warrant Price adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to the other provisions of subsection 8(f).Section 4.C.

Issuance of Convertible Securities. In case If the Company shall in any manner issue issues (whether directly and not or by assumption in a merger or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities the same are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue issuance or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon on the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon on the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of the granting of such issue Options or salethe then Current Market Price or $16.00 (proportionately reduced or increased as provided above), then the total maximum number of shares of Common Stock issuable upon on conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except outstanding. Except as otherwise provided in subsection 8(f)(3)subparagraph (C) below, no adjustment of the Warrant such Conversion Price shall be made upon on the actual issuance of such Common Stock upon on conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue Securities. If any such issuance or sale of such Convertible Securities upon is made on exercise of any Options Option to purchase any such Convertible Securities for which adjustments of the Warrant any Conversion Price have been or are to be made pursuant to the other provisions of subsection 8(f)subparagraph (A) above, no further adjustment of such Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. In case If at any time the Company shall take a record of the holders of Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation) issue or otherwise) or sell sell, any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Market Price in effect immediately prior to the time of such issue or sale, then the total Warrant Price shall be adjusted as provided in Section 2.4 on the basis that the maximum number of shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter Securities. No adjustment of the Warrant Price shall be deemed made under this Section 2.6 upon the issuance of any Convertible Securities which are issued pursuant to be outstanding for purposes the exercise of adjusting any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment issuance of such warrants or other rights pursuant to Section 2.5. No further adjustments of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue Securities, and, if any issuance 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 adjustments of the Warrant Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 2, no further adjustments of the Warrant Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable issuable, calculated as of that date, upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Conversion Price, provided that (a) except as otherwise provided in subsection 8(f)(3Section 11(d)(ii)(3), no adjustment of the Warrant Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been made pursuant to the other provisions of subsection 8(fSection 11(d).

Issuance of Convertible Securities. In case the ---------------------------------- Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(d)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(d).

Issuance of Convertible Securities. In case If the Company shall Parent in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Additional Shares of Common Stock is are issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be is less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total Conversion Price shall be adjusted as provided in paragraph 6.2 above on the basis that the maximum number of shares Additional Shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall will be deemed to be outstanding and to have been issued and sold by the Parent for such price per share. For the purposes of this paragraph "the price per share for which Additional Shares of Common Stock are issuable" will be determined by dividing (a) the total amount received or receivable by the Parent as consideration for the issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Parent upon the conversion or exchange thereof, by (b) the total maximum number of Additional Shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the date Conversion Price will be made when Additional Shares of Common Stock are actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis paragraph 6.4, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall will be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)except as provided in paragraph 6.5 below.

Issuance of Convertible Securities. In case the Company shall during the term of this Warrant in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securitiessecurities convertible into Common Stock, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(38(d)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f8(d).

Issuance of Convertible Securities. In case If the Company shall Maker in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is Securities are issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be thereof is less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock Securities issuable upon conversion or exchange of all such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Maker at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 8(c)(ii), the “price per share for which Common Securities are issuable upon conversion or exchange thereof” is determined by dividing (A) the total amount received or receivable by the Maker as of the date of consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Maker upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Securities and thereafter shall be deemed to be outstanding for purposes issuable upon the conversion or exchange of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no all such Convertible Securities. No adjustment of the Warrant Conversion Price shall be made upon the actual issuance issue of such Common Stock Securities upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities and (b) is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 8(c), no further adjustment of the Warrant Conversion Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant PriceSecurities, provided that (a) except as otherwise provided in subsection 8(f)(34(e)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f4(e).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Share Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Share Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3)(b)(iii) of this Section 11, no adjustment of the Warrant Share Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Share Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Share Exercise Price have been made pursuant to the other provisions of subsection 8(f)Section 11.

Issuance of Convertible Securities. In case If the Company shall in any manner issue issues or sells (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which shares of Common Stock is are issuable upon such conversion or exchange (determined by dividing shall be less than (i) the sum Exercise Price in effect immediately prior to the time of such issue or sale or (ii) the Current Market Price per share of Common Stock existing immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date for the determination of the Current Market Price per share of Common Stock as hereinafter provided) be deemed to be outstanding and to have been issued for such price per share; provided however, except as otherwise specified in subsection (c) below, (1) no further adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities and (2) if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which sum adjustments of the Exercise Price have been or are to be made under other provisions of Sections 5.1 and 5.2, no further adjustment of the Exercise Price shall constitute the applicable consideration) be made by reason of such issue or sale. The price per share for which shares of Common Stock are issuable upon such conversion or exchange shall be determined by dividing (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than . For purposes of this subsection (c), the Warrant date as of which the Current Market Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares per share of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as computed shall be the earlier of the date of upon which (i) the issue or sale Company shall enter into a firm contract for the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that or (aii) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)are actually issued.

Issuance of Convertible Securities. In case the Company Corporation shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Series A Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Priceoutstanding, provided that (a) except as otherwise provided in subsection 8(f)(3subparagraph 5D(3), no adjustment of the Warrant Series A Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Series A Conversion Price have been or are to be made pursuant to the other provisions of subsection 8(f)this paragraph 5D, no further adjustment of the Series A Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share (the "Conversion Price") for which Common Stock is issuable upon such which conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price Fair Market Value in effect immediately prior to the time of such issue or salesale determined as of the date of such issue or sale of such Convertible Securities, as the case may be, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share (as of the date of the issue or sale of such Convertible Securities and thereafter shall Securities) be deemed to be outstanding and to have been issued on such date for purposes of adjusting the Warrant PriceConversion Price per share, provided that (a) except as otherwise provided in subsection 8(f)(3)Section 5.4 below, no adjustment of the Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities Securities, and (b) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Warrant Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 5, no further adjustment of the Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3)9(h)(ii)(3) below, no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fSection 9(h).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Threshold Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Subsequent Issue Price, provided that (a) except as otherwise provided in subsection 8(f)(34.7(c)(iii), no adjustment of the Warrant Subsequent Issue Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Subsequent Issue Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Subsequent Issue Price have been made pursuant to the other provisions of subsection 8(f4.7(c).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Threshold Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(c)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(c).

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the Issue Date, in any manner issue manner, grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, then 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 for purposes of adjusting the number of notional Shares pursuant to Section 2.1), at a price per share for which Common Stock is issuable upon such conversion or exchange (determined equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 2.1) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 2.1(i)(3), no further adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made or by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price number of notional Shares have been made pursuant to the other provisions of subsection 8(fthis Section 2.1(i).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Exercise Price per Warrant Price Share on an as-converted to Common Stock basis in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3paragraph (e)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fparagraph (e). No adjustment pursuant to this Section 9 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock the Company’s common stock is issuable upon such conversion or exchange (thereof is less than the Exercise Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of the Company’s common stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issue or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the “price per share for which the Company’s common stock is issuable upon conversion or exchange thereof” is determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock the Company’s common stock issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the Exercise Price shall be less than made upon the Warrant Price in effect immediately prior to the time actual issue of such issue or sale, then the total maximum number of shares of Common Stock issuable common stock upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 2B, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Exercise Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case If the Company shall Corporation in any ---------------------------------- manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the average Market Price of the Common Stock for the 30 trading days immediately preceding (but not including) the date of such issue or sale of Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For purposes of this Section 6E(ii), the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xa) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the Conversion Price shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of made when Common Stock issuable is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 6, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Share Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Share Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3)(b)(iii) of this Section 11, no adjustment of the Warrant Share Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities Securities; and (b) no further adjustment of the Warrant Share Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Share Exercise Price have been made pursuant to the other provisions of subsection 8(f)Section 11.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(38(g)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f8(g).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(36(c)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f6(c).

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Threshold Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting calculating the Warrant Per Share Purchase Price, provided that (a) except as otherwise provided in subsection 8(f)(34.6(c)(iii), no adjustment of the Warrant Per Share Purchase Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Per Share Purchase Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Per Share Purchase Price have been made pursuant to the other provisions of subsection 8(f4.6(c).

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger ---------------------------------- issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than (a) the Exercise Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities 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 paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the Exercise Price shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of made when Common Stock issuable is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 9, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Exercise Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is Shares are issuable upon such conversion or exchange (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Shares issuable upon the conversion or exchange of all such Convertible SecuritiesSecurities without taking into account potential anti-dilution adjustments) shall be less than the Warrant Per Share Anti-Dilution Price in effect immediately prior to the time issuance of such issue or saleConvertible Securities, then the total maximum number of shares of Common Stock Shares issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Per Share Anti-Dilution Price, provided that (aA) except as otherwise provided in subsection 8(f)(3Section 2.2(b)(iii), no adjustment of the Warrant Per Share Anti-Dilution Price shall be made upon the actual issuance of such Common Stock Shares upon conversion or exchange of such Convertible Securities and (bB) no further adjustment of the Warrant Per Share Anti-Dilution Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Per Share Anti-dilution Price have been made pursuant to the other provisions of subsection 8(f)this Section 2.2.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Conversion Price, provided that (a) except as otherwise provided in subsection 8(f)(3Section 6.3(b)(iii), no adjustment of the Warrant Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been made pursuant to the other provisions of subsection 8(f)Section 6.3.

Issuance of Convertible Securities. In case If the Company shall Corporation in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (thereof is less than the Conversion Price determined as of such time or the Market Price of the Common Stock determined as of such time, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xa) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the Conversion Price shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of made when Common Stock issuable is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 1, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Threshold Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(39(c)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f9(c).

Issuance of Convertible Securities. In case For purposes of determining the adjusted Warrant Price under Section 4(f)(i), if the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the greater of (x) the Adjusted Fair Market Value of the Common Stock determined as of the time of such issue or sale or (y) the Warrant Price in effect immediately prior to such time, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable at any time upon the conversion or exchange of all such Convertible Securities) shall be less than . No further adjustment of the Warrant Price in effect immediately prior to or the time of such issue or sale, then the total maximum number of shares of Common Stock issuable hereunder shall be made when Common Stock is actually issued upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding is made upon exercise of any Options for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment which adjustments of the Warrant Price shall or the number of shares of Common Stock issuable hereunder had been or are to be made upon the actual issuance pursuant to other provisions of such Common Stock upon conversion or exchange of such Convertible Securities and (b) this Section 4(f), no further adjustment of the Warrant Price or the number of shares of Common Stock issuable hereunder shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case 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 issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation) issue or otherwise) or sell sell, any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Current Market Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock for which this Warrant is 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 or exchange of all such Convertible Securities shall be deemed to have been issued for such and outstanding, (ii) the price per share of such Additional Shares of Common Stock shall be deemed to be the lowest possible price in any range of prices at which such Additional Shares of Common Stock are available to such holders, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no Securities. No further adjustment of the 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 Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the and, if any 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 adjustments of the Warrant Price thereof have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 5, no further adjustments shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price; provided that, provided that (a) except as otherwise provided in subsection 8(f)(3Section 3(g)(iii), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(fSection 3(g).

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the Issue Date, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 2.6(c)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the Market Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then 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 (determined and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price pursuant to Section 2.6(a)), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 2.6(a)) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 2.6(c)(iii), (A) no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bB) 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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fthis Section 2.6(c).

Issuance of Convertible Securities. In case the Company shall issue any securities convertible into or exchangeable for Common Stock (excluding securities issued in any manner issue transactions described in paragraphs (directly a)(iv), (b) and not by assumption in (c) hereof) for a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price consideration per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable initially deliverable upon the conversion or exchange of all such Convertible Securitiessecurities (determined as provided in paragraph (g) hereof) less than the current market price per share of Common Stock (as defined in paragraph (f) hereof) in effect immediately prior to the issuance of such securities, the Warrant Price shall be less than adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time issuance of such issue or salesecurities plus the number of shares of Common Stock which the aggregate consideration received (determined as provided in paragraph (g) hereof) for such securities would purchase at the current market price per share of Common Stock, then and of which the total denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the maximum number of shares of Common Stock issuable deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange of all such Convertible Securities price or rate. Such adjustment shall be deemed to have been issued for made successively whenever such price per share as an issuance is made. Upon the termination of the date of the issue right to convert or sale of exchange such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Pricesecurities, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be readjusted to such Warrant Price as would have been obtained had the adjustments made upon the actual issuance of such convertible or exchangeable securities been made upon the basis of the delivery of only the number of shares of Common Stock actually delivered upon conversion or exchange of such Convertible Securities securities and (b) no further adjustment upon the basis of the Warrant Price consideration actually received by the Company (determined as provided in paragraph (g) hereof) for such securities. Such a readjustment shall be made by reason not affect the number of shares issued upon the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant Warrants prior to the other provisions of subsection 8(f)date the readjustment is made.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation or otherwise) or sell any Convertible SecuritiesSecurity, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible SecuritiesSecurities (determined as provided below) shall be less than the Warrant Market Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share (as of the date of the issue or sale of such Convertible Securities and thereafter shall Securities) be deemed to have been issued for such price per share, and the Exercise Price shall be outstanding for purposes of adjusting the Warrant Priceadjusted in accordance with Section 8(b), provided that (aA) except as otherwise provided in subsection 8(f)(3)clause (iii) of this subsection, no adjustment further adjustments of the Warrant any Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities Securities, and (bB) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Warrant any Exercise Price have been or are to be made pursuant to the other provisions of this subsection 8(f(c), no further adjustment of any Exercise Price shall be made by reason of such issue or sale. For the purposes of this clause (ii), the price per share for which Common Stock is issuable upon conversion or exchange of Convertible Securities shall be determined by dividing (C) the total amount, if any, received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (D) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities.

Issuance of Convertible Securities. In case at any time the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the current market price in effect immediately prior to the date of such issue or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, provided that if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of any Exercise Price have been or are to be made pursuant to other provisions of this subsection (c), no further adjustment of any Exercise Price shall be made by reason of such issue or sale. For the purposes of calculations under this clause (ii), the price per share for which Common Stock is issuable upon conversion or exchange of Convertible Securities shall be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xa) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share . Except as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3)clause (iii) of this subsection, no adjustment further adjustments of the Warrant any Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)Securities.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether Securities (other than Purchase Rights or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, a Permitted Issuance) and the price per share unit for which Common Stock Membership Interests are issuable upon the conversion or exchange of such Convertible Securities is less than the per unit Fair Market Value of the Common Membership Interests then in effect, then the maximum number of units of Common Membership Interests issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company for such price per unit. For the purposes of this paragraph, the "price per unit for which Common Membership Interests are issuable upon such conversion or exchange (exchange" is determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total maximum number of shares units of Common Stock Membership Interests issuable upon the conversion or exchange of all such Convertible Securities) . No further adjustment of the Exercise Price shall be less than made upon the Warrant Price in effect immediately prior to the time actual issue of such issue or sale, then the total maximum number of shares of Common Stock issuable Membership Interests upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for Securities, and if any such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed is made upon exercise of any Options for which adjust ments of the Exercise Price have been or are to be outstanding for purposes made pursuant to other provisions of adjusting the Warrant Pricethis Section 2B, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Exercise Price shall be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case If at any time the Company shall in any manner issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation) issue or otherwise) or sell sell, any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable (other than issuances to existing stockholders as a dividend or other distribution described in Section 4.2 or pursuant to any employee or director incentive or benefit plan approved by the Board of Directors of the Company), for a consideration having a Fair Market Value on the date of such issuance or sale less than the Fair Market Value of such Convertible Securities are immediately exercisableon the date of such issuance or sale, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing then (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) for which this Warrant is exercisable shall be less than adjusted to equal the Warrant Price in effect immediately prior to product obtained by multiplying the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange for which this Warrant is exercisable immediately prior to such adjustment by a fraction (A) the numerator of all such Convertible Securities which shall be deemed to have been issued for such price the Current Market Price per share as of Common Stock at the date of such issuance and (B) the issue or sale denominator of which shall be such Current Market Price per share of Common Stock so distributable minus the Per Share Deficiency (as defined below) and (ii) the Current Warrant Price shall be adjusted to equal (A) the Current Warrant Price multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. The "Per Share Deficiency" shall mean (x) the Fair Market Value of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes on the date of adjusting such issuance or sale minus the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment Fair Market Value of the Warrant Price shall be made upon consideration received by the actual issuance Company in respect of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale divided by (y) the number of Convertible Securities upon exercise shares of any Options to purchase any Common Stock Outstanding on the date of such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)issuance or sale.

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the date of issuance of this Warrant, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securitiesconvertible securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 12(c)(iv)(5)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then 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 (determined and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price pursuant to Section 12(c)(i)), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 12(c)(i)) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 12(c)(iv)(3), (A) no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bB) 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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fthis Section 12(c)(iv).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price consideration per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock may at any time thereafter be issuable upon pursuant to the conversion or exchange terms of all such Convertible Securities) Securities shall be less than the Warrant then Market Price per share, the Exercise Price shall be adjusted as provided in effect immediately prior to SECTION 8.2(b) on the time of such issue or sale, then basis that (I) the total maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date for the determination of the issue or sale Market Price, as hereinafter provided, and (II) the aggregate consideration received for such additional shares of such Convertible Securities and thereafter Common Stock shall be deemed to be outstanding for equal to the minimum consideration received and receivable by the Company in connection with the issuance and exercise of such Convertible Securities. For the purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3this SECTION 8.2(d), no the date as of which the Market Price per share shall be determined shall be the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Convertible Securities, or (B) the date of actual issuance of such Convertible Securities. No adjustment of the Warrant Exercise Price shall be made under this SECTION 8.2(d) upon the actual issuance of any Convertible Securities which are issued pursuant to the exercise of any Stock Purchase Rights, if an adjustment shall previously have been made upon the issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made Purchase Rights pursuant to the other provisions of subsection 8(fSECTION 8.2(c).

Issuance of Convertible Securities. In case the Company Corporation shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Priceoutstanding, provided that (a1) except as otherwise provided in subsection 8(f)(3)subparagraph (iii) below, no adjustment of the Warrant Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b2) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options Option to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been or are to be made pursuant to the other provisions of subsection 8(fthis paragraph (f), no further adjustment of the Conversion Price shall be made by reason of such issue or sale. If at the end of the period during which such Convertible Securities are convertible not all Convertible Securities shall have been converted, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued in respect of such Convertible Securities.

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the Issue Date, in any manner issue manner, grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, then 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 for purposes of adjusting the number of Shares pursuant to Section 2.1), at a price per share for which Common Stock is issuable upon such conversion or exchange (determined equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 2.1) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 2.1(i)(3), no further adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made or by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price number of Shares have been made pursuant to the other provisions of subsection 8(fthis Section 2.1(i).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is Ordinary Shares are issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock Ordinary Shares issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock Ordinary Shares issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3paragraph (e)(ii)(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock Ordinary Shares upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(fparagraph (e). No adjustment pursuant to this Section 3 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (the “Conversion Consideration”) (determined by dividing dividing: (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price Fair Market Value of the Common Stock in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that (a) except as otherwise provided in subsection 8(f)(3Section 4.2(c), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f)Section 4.2.

Issuance of Convertible Securities. In case at any time after the date hereof the Company shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to exchange or convert any such Convertible Securities are thereunder is immediately exercisable, and the price per share for which Common Stock is Shares are issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, or less than the Market Price of the Common Shares determined as of the date of such issue or sale of such Convertible Securities, as the case may be, then the total maximum number of shares of Common Stock Shares issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share be outstanding as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding have been issued for purposes of adjusting such price per share, with the Warrant Priceeffect on the Exercise Price specified in Section 2(a); provided, provided however, that (a) except as otherwise provided in subsection 8(f)(3subparagraph (C), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance issue of such Common Stock Shares upon conversion or exchange of such Convertible Securities Securities, and (b) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Warrant Exercise Price have been or are to be made pursuant to the other provisions of subsection 8(fsubparagraph (A), no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iiB) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, ; provided that (aC) except as otherwise provided in subsection 8(f)(3Section 3(g)(iii), no adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bD) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(fSection 3(g).

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the Original Issue Date, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4.3(d)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the Warrant Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then 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 (determined and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price pursuant to Section 4.1), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 4.1) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 4.3(c), (A) no further adjustment of the Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bB) no further adjustment of the Warrant Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)this Section 4.3.

Issuance of Convertible Securities. In case 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 issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation) issue or otherwise) or sell sell, any Convertible SecuritiesSecurities other than Permitted Issuances, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and then the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon for which this Warrant is exercisable shall be adjusted as provided for in Section 4.3 (and if the conversion Convertible Securities consideration (as provided in Section 4.7) or exchange of all such Convertible Securities) a common share equivalent basis 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 total Current Warrant Price shall be adjusted as provided in Section 4.3) on the basis that (i) the maximum number of shares Additional Shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the aggregate consideration for such price per share maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to the terms of such Convertible Securities, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no Securities. No adjustment of the number of shares for which this Warrant is exercisable or 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 for which this Warrant is exercisable or the Current Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the and, if any 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 adjustments of the number of shares for which this Warrant is exercisable or the Current Warrant Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 4, no further adjustments of the number of shares for which this Warrant is exercisable or the Current Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible SecuritiesSecurities (determined as provided below) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share (as of the date of the issue or sale of such Convertible Securities and thereafter shall Securities) be deemed to be outstanding and to have been issued for purposes of adjusting the Warrant Pricesuch price per share, provided that (a1) except as otherwise provided in subsection 8(f)(3)clause (iii) of this subsection, no adjustment further adjustments of the Warrant any Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities Securities, and (b2) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon the exercise of any Options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Warrant any Exercise Price have been or are to be made pursuant to the other provisions of this subsection 8(f(c), no further adjustment of any Exercise Price shall be made by reason of such issue or sale. For the purposes of this clause (ii), the price per share for which Common Stock is issuable upon conversion or exchange of Convertible Securities shall be determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities.

Issuance of Convertible Securities. In case If at any time the Company shall take a record of the holders of Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issue (whether directly and not or by assumption in a merger in which the Company is the surviving corporation) issue or otherwise) or sell sell, any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Market Price in effect immediately prior to the time of such issue or sale, then the total Part B Number shall be adjusted as provided in Section 2.5 on the basis that the maximum number of shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the issue or sale actual issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no Securities. No adjustment of the Warrant Price Part B Number shall be made under this Section 2.8 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 2.7. No further adjustments of the Part B Number shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the issue Securities, and, if any issuance 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 adjustments of the Warrant Price Part B Number have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 2, no further adjustments of the Part B Number shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. In case the ---------------------------------- Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Conversion Price, provided that (a) except as otherwise provided in subsection 8(f)(311(d)(ii)(3), no adjustment of the Warrant Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been made pursuant to the other provisions of subsection 8(f11(d).

Issuance of Convertible Securities. In case If the Company shall in any manner issue (directly and not by assumption in a merger issues or otherwise) or sell sells any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Conversion Stock is issuable upon such conversion or exchange (thereof is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Conversion Stock issuable upon conversion or exchange of all such Convertible Securities will 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 5(b)(ii), the "price per share for which Conversion Stock is issuable upon conversion or exchange thereof" will be determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xa) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Conversion Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no . No adjustment of the Warrant Conversion Price shall will be made upon the actual issuance issue of such Common Conversion Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities and (b) is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this SECTION 5(c), no further adjustment of the Warrant Conversion Price shall will be made by reason of the such issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price have been made pursuant to the other provisions of subsection 8(f)sale.

Issuance of Convertible Securities. In case the Company Corporation shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock Sock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Priceoutstanding, provided that (a) except as otherwise provided in subsection 8(f)(3subparagraph 6D(3), no adjustment of to the Warrant Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Price Conversion price have been or are to be made pursuant to the other provisions of subsection 8(f)this subparagraph 6D, not further adjustment of the conversion price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case the Company shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) ), grant or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock common stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company as consideration for the issue issuance, grant or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock common stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Series A-1 Conversion Price in effect or the Series B Conversion Price, as the case may be, immediately prior to the time of such issue issuance, grant or sale, then the total maximum number of shares of Common Stock common stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Priceoutstanding; provided, provided however, that (aY) except as otherwise provided in subsection 8(f)(3section 3(c)(iii), no additional adjustment of the Warrant such Conversion Price shall be made upon the actual issuance of such Common Stock common stock upon conversion or exchange of such Convertible Securities and (bZ) if any such issuance, grant or sale of such Convertible Securities is made upon exercise of any Option to purchase any of the Convertible Securities for which adjustments of such Conversion Price have been or are to be made pursuant to other provisions of this section 3(c), no further adjustment of the Warrant such Conversion Price shall be made by reason of the issue issuance, grant or sale sale. If, upon the expiration of the right to convert or exchange such Convertible Securities upon exercise of any Options to purchase any Securities, such Convertible Securities for which adjustments of remain unconverted or unexchanged, as the Warrant case may be, such Conversion Price have shall again be adjusted as if such unconverted or unexchanged Convertible Securities had not been made pursuant to the other provisions of subsection 8(f)issued, granted or sold.

Issuance of Convertible Securities. In case the Company shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible SecuritiesSecurities (determined as provided below) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share (as of the date of the issue or sale of such Convertible Securities and thereafter shall Securities) be deemed to be outstanding and to have been issued for purposes of adjusting the Warrant Pricesuch price per share, provided that (a1) except as otherwise provided in subsection 8(f)(3)clause (iii) of this subsection, no adjustment further adjustments of the Warrant any Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities Securities, and (b2) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon the exercise of any Options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Warrant any Exercise Price have been or are to be made pursuant to the other provisions of this subsection 8(f(c), no further adjustment of any Exercise Price shall be made by reason of such issue or sale. For the purposes of this clause (ii), the price per share for which Common Stock is issuable upon conversion or exchange of Convertible Securities shall be determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities.

Issuance of Convertible Securities. In case If the Company shall Corporation shall, at any time or from time to time after the Date of Issuance, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 8.5(d)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then 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 (determined and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price pursuant to Section 8.5(a)), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 8.5(a)) of (x) the total amount amount, if any, received or receivable by the Company Corporation as consideration for the issue granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3Section 8.5(d)(iii), (A) no further adjustment of the Warrant Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bB) no further adjustment of the Warrant Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been made pursuant to the other provisions of subsection 8(fthis Section 8.5(d).

Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing dividing: (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price, provided that that: (a) except as otherwise provided in subsection 8(f)(3(3), no adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities Securities; and (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 Convertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of subsection 8(f).

Issuance of Convertible Securities. In case the Company Corporation shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount received or receivable by the Company Corporation as consideration for the issue or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Series B Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Priceoutstanding, provided that (a) except as otherwise provided in subsection 8(f)(3)Section 2.7d(c) below, no adjustment of the Warrant Series B Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities Securities, and (b) no further adjustment of the Warrant Price shall be made by reason of the if any such issue or sale of such Convertible Securities is made upon exercise of any Options Option to purchase any such Convertible Securities for which adjustments of the Warrant Series B Conversion Price have been or are to be made pursuant to the other provisions of subsection 8(f)this Section 2.7d no further adjustment of the Series B Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. In case If the Company shall in any manner issue issues or sells any stock or securities (other than Options) directly and not by assumption in a merger or otherwise) indirectly convertible into or sell any exchangeable for Common Stock (“Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, ”) and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be thereof is less than the Warrant Price in effect immediately prior to the time of such issue or saleExercise Price, then the total maximum number of shares such share of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to be outstanding and to have been issued for such price per share as and sold by the Company at the time of the date of the issue granting or sale of such Convertible Securities and thereafter for such price per share. For purposes of this Section 8(d)(ii), the “lowest price per share for which one share of Common Stock is issuable upon conversion or exchange” shall be deemed equal to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except as otherwise provided in subsection 8(f)(3), no adjustment sum of the Warrant Price shall be made upon lowest amounts of consideration (if any) received by the actual issuance Company with respect to any one share of such Common Stock upon the conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities and (b) is made upon exercise of any Options for which adjustment of the Exercise Price has been or are to be made pursuant to other provisions of this Section 8, no further adjustment of the Warrant Exercise Price shall be made by reason of such issuance or sale. Upon the issue or sale of Convertible Securities upon exercise expiration of any Options rights of conversion or exchange under such Convertible Securities, such Exercise Price shall be readjusted to purchase any such amount as would have obtained had the adjustment made upon the granting or issuance of such Convertible Securities for which adjustments been made based upon the issuance of only the Warrant Price have been number of shares of Common Stock actually issued on conversion of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 8(d)(ii) to the other provisions extent that such adjustment is based solely on the fact that such Convertible Securities are convertible into or exchangeable for Common Stock at a price which varies with the market price of subsection 8(f)the Common Stock.

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time during the Exercise Period, in any manner issue grant or sell (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5(b)(v)) for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be Securities is less than the Warrant Price in effect Fair Market Value per share of Common Stock immediately prior to the time of such issue issuance or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all the total maximum amount of such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Warrant PriceShares pursuant to Section 5(a)), provided that at a price per share equal to the quotient obtained by dividing (aA) except the sum (which sum shall constitute the applicable consideration received for purposes of Section 5(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in subsection 8(f)(3Section 5(b)(iii), (A) no further adjustment of the number of Warrant Price Shares shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (bB) no further adjustment of the number of Warrant Price Shares shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the number of Warrant Price Shares have been made pursuant to the other provisions of subsection 8(fthis Section 5(b).

Issuance of Convertible Securities. In Except as provided in Subsection 5(e)(vii), in case the Company Corporation shall in any manner issue (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisableexercisable immediately, and the price per share for which a share of Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (xA) the total amount amount, if any, received or receivable by the Company Corporation as consideration for the issue issuance or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company Corporation upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant such Series A Conversion Price in effect immediately prior to the time of such issue issuance or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, outstanding; provided that (a) except as otherwise provided in subsection 8(f)(3Subsection 5(e)(iv), no adjustment of the Warrant such Series A Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities if an appropriate adjustment was previously made pursuant to this Subsection 5(e)(iii) upon the issuance of such Convertible Securities, and (b) no further adjustment of the Warrant Price shall be made by reason of the issue if any such issuance or sale of such Convertible Securities is made upon the exercise of any Options to purchase any such Convertible Securities for which adjustments of the Warrant Conversion Price have been or are to be made pursuant to the other provisions of subsection 8(fthis Subsection 5(e), no further adjustment of such Series A Conversion Price shall be made by reason of such issuance or sale.

Issuance of Convertible Securities. In case If the Company shall shall, at any time or from time to time after the Original Issue Date, in any manner issue grant (whether directly and not or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights right to convert or exchange or convert any such Convertible Securities are is immediately exercisable, and the price per share (determined as provided in this Section 4.3.2 and in Section 4.3.5) for which Common Stock is Ordinary Shares are issuable upon such the conversion or exchange of such Convertible Securities is less than the Original Price in effect immediately prior to the time of the granting of such Convertible Securities, then the total maximum number of Ordinary Shares 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 of such Convertible Securities (determined and thereafter shall be deemed to be issued for purposes of adjusting the number of Warrant Shares pursuant to Section 4.1), at a price per share equal to the quotient obtained by dividing (iA) the sum (which sum shall constitute the applicable considerationconsideration received for purposes of Section 4.1) of (x) the total amount amount, if any, received or receivable by the Company as consideration for the issue or sale granting of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofof all such Convertible Securities, by (iiB) the total maximum number of shares of Common Stock Ordinary Shares issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Price, provided that (a) except . Except as otherwise provided in subsection 8(f)(3)Section 4.3.3, no further adjustment of the number of Warrant Price Shares shall be made upon the actual issuance of such Common Stock Ordinary Shares upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Warrant Price shall be made or by reason of the issue or sale of Convertible Securities upon exercise of any Options to subscribe for and purchase any such Convertible Securities for which adjustments of the number of Warrant Price Shares have been made pursuant to the other provisions of subsection 8(f)this Section 4.3.