Common use of Issuance of Options Clause in Contracts

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents Options (“Options”not including Excluded Securities) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting granting, sale or sale issuance of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofConvertible Securities” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If Company shall, at any time or from time to time after the Company Issue Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are 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 the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than either of the Applicable Price, then such share of Common Stock shall be deemed Original Prices in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Warrant Shares under Section 7(b)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 7(b)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 7(c)(iii), no further adjustment of the Exercise Price number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants (other than in an Exempt issuance) grants, issues or sells (or enters into any rightsagreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents sell) any Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 3(b)(i3(d)(i), the “lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Ordinary Share upon the granting granting, issuance or sale of such OptionOption (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined below) for which one share of Common Stock Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (as defined below) (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Common Stock Ordinary Share Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Common Stock Ordinary Share Equivalents. This Section 3(b)(i“Option” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities. “Convertible Securities” means any shares or other security (other than Options) shall not apply that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Exempt IssuanceOrdinary Shares.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i5(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionoption, upon exercise of such Option option and upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof option and (y) the lowest exercise price set forth in such Option option for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i3(e)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting or sale of such Optionoption, upon exercise of such Option option and upon conversion, exercise or exchange of any Common Stock Equivalents Shares Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof option and (y) the lowest exercise price set forth in such Option option for which one share of Common Stock Share is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Shares Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Shares Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Shares Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants grants, issues or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents Options (“Options”other than any Options permitted by Section 5.2(b)) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option Options, or upon conversion, exercise conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof Options, is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting, issuance or sale of such Options, then such share the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting granting, issuance or sale of such Option Options for such price per share. For purposes of this Section 3(b)(i)paragraph, the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofissuable” shall be equal to determined by dividing (i) the sum of (1) the lower of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting granting, issuance or sale of such OptionOptions, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Option Options, plus (3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and upon conversion, exercise the conversion or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and thereof, by (yii) the lowest exercise price set forth in such Option for which one share total maximum number of shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all such Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents when Convertible Securities are actually issued upon the exercise of such Options or otherwise pursuant to the terms of or when Common Stock actually issued upon the actual issuance exercise of such shares of Common Stock upon conversion, exercise Options or the conversion or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents (“Options”) and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Common Stock Ordinary Share Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Common Stock Ordinary Share Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i5(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionoption, upon exercise of such Option option and upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof option and (y) the lowest exercise price set forth in such Option option for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents which does not include any Exempt Issuances (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(j)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i3(j)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share Ordinary Share upon the granting or sale of Common Stock the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Base Share Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i7(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares share of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company shall, at any time or from time to time after the Initial Exercise Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 3(h)(v) ) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 3(e)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 3(e)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 3(h)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one (1) share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “"lowest price per share for which one (1) share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one (1) share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one (1) share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents Options (“Options”other than Excluded Issuances) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exchange or exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i9(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exchange or exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exchange or exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Warrant Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exchange or exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i8(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents Options (“Options”other than Options that are Excluded Securities) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i7(a)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company (subject to Section 7(a)(iii) hereof, without giving effect to any adjustments with respect to events that have yet to occur) with respect to any one share of Common Stock Share upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Share or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Share upon conversion, exercise conversion or exchange or exercise of such Common Stock EquivalentsConvertible Securities. This Section 3(b)(iSuch adjustment shall become effective immediately, except as provided in subsection (d) shall below, provided, however, that the Conversion Price will be readjusted to the extent that such options are not apply exercised on or prior to any Exempt Issuancethe expiration thereof.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i3(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionoption, upon exercise of such Option option and upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof option and (y) the lowest exercise price set forth in such Option option for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock Share or Common Stock Share Equivalents (“Options”) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(c)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Share Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Share Equivalents. This Section 3(b)(i3(c)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(d)(i)(A), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company to the Holder thereof with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(f)(i)(A), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities (as defined below) issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(a)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i)4.2.1, the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) 4.2.1 shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants grants, issues or sells (or enters into any rightsagreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents sell) any Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 3(b)(i3(d)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting granting, issuance or sale of such OptionOption (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined below) for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (as defined below) (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i“Option” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities. “Convertible Securities” means any shares or other security (other than Options) shall not apply that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Exempt IssuanceCommon Stock.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company Corporation in any manner grants grants, ------------------- issues or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option Options, or upon conversion, exercise conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options, is less than the Applicable Priceaverage Market Price of the Common Stock for the 30 trading days immediately preceding (but not including) the date of such grant, issue or sale of Options, then such share the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the granting granting, issue or sale of such Option Options for such price per share. For purposes of this Section 3(b)(i6E(i), the “lowest "price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” issuable" shall be equal to determined by dividing (1a) the lower of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon Corporation as consideration for the granting granting, issue or sale of such OptionOptions, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Option Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and upon conversion, exercise the conversion or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and thereof, by (yb) the lowest exercise price set forth in such Option for which one share total maximum number of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents issuable upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance conversion or exchange of all such Convertible Securities issuable upon the exercise of such shares Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon conversion, the exercise of such Options or the conversion or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i8(c)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the lower of (x) the exercise price set forth in such Option for which one share of Common Stock Equivalents is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to and (1) the lower of (xy) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of any such Options or otherwise pursuant to the terms of Option or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities. For clarification purposes and without limiting the foregoing, in calculating the “lowest price per share for which one share of Common Stock Equivalents. This is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option” paid or payable to the Company pursuant to this Section 3(b)(i8(c)(i), any amounts paid or payable to the holder of such Option (or any other Person) upon such conversion, exercise or exchange of such Option shall not apply reduce the value of the consideration paid or payable to the Company in such conversion, exercise or exchange and/or, as the case may be, the value of any Exempt Issuanceother consideration or benefit conferred.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i3(e)(i) shall not apply to any securities contemplated in the definition of “Exempt Issuance” or “Permitted Sales” (each as defined in the Purchase Agreement).

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i5(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoptions” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionoption, upon exercise of such Option option and upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof option and (y) the lowest exercise price set forth in such Option option for which one share of Common Stock is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Company Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Company Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i7(a)(i), the “lowest price per share for which one share of Company Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Company Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares of Company Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Company Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(d)(i)(A), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Fixed Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of shares of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofConvertible Securities” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of shares of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(f)(i)(A), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants grants, issues or sells any rightsOptions (or enters into any agreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”sell) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option less any consideration paid or otherwise pursuant payable by the Company with respect to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the granting or sale of such Option, upon exercise of any such Options or Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i3(e)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting or sale of such Optionoption, upon exercise of such option and upon conversion, exercise or exchange of any Common Shares Equivalent issuable upon exercise of such option and (y) the lowest exercise price set forth in such option for which one Common Share is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Shares Equivalents issuable upon exercise of any such option minus (2) the sum of all amounts paid or payable to the holder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Shares Equivalent issuable upon exercise of such Option or otherwise pursuant to option plus the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise value of any other consideration received or receivable by, or benefit conferred on, the holder of such Options option (or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofother Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Shares Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Shares Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company shall, at any time or from time to time after the Issue Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4.6(c)(v)) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Market Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price under Section 4.6(a)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 4.6(a)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 4.6(c)(iii), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any securities contemplated in the definition of “Exempt Issuance” (as defined in the Purchase Agreement).

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock Share or Common Stock Share Equivalents (“Options”) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Share Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Share Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of (1) Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2A.7(b)(i), the “lowest price per share for which one share of (1) Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share (1) Common Share upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one (1) Common Stock Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i7(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company shall, at any time or from time to time after the Issue Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are 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 the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Market Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price under Section 2.6(a)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 2.6(a)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 2.6(c)(iii), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option option or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof option is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option option for such price per share. For purposes of this Section 3(b)(i3(e)(i), the “lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofoption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting or sale of such Optionoption, upon exercise of such Option option and upon conversion, exercise or exchange of any Common Stock Equivalents Shares Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof option and (y) the lowest exercise price set forth in such Option option for which one share of Common Stock Share is issuable upon the exercise of any such Options options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Shares Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Shares Equivalents upon the exercise of such Options or otherwise pursuant to the terms of options or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Shares Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i4.4(ii)(1), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any securities contemplated in clauses (a), (b) or (d) of the definition of “Exempt Issuance” (as defined in the Purchase Agreement).

Issuance of Options. If the Company Issuer in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) ), other than Options granted to employees and consultants pursuant to any employee stock benefit, option, purchase or similar plan approved by the Board, and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock Equivalents (“Convertible Securities”) issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company Issuer at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i4(c)(i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company Issuer with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Warrant Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 3(b)(i2(f)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOptions” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionthe Options, upon exercise of such Option the Options and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option Options less any consideration paid or otherwise pursuant payable by the Company with respect to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the granting or sale of such Options, upon exercise of any such Options or and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If If, at any time while this Note is outstanding on or after the date of the occurrence (if any) of an Event of Default, the Company in any manner grants grants, issues or sells (or enters into any rightsagreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents sell) any Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock is Shares are at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i5(c), the “lowest price per share for which one share of Common Stock is Shares are at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Shares upon the granting granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is Shares are issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Shares Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Shares Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Shares Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Shares Equivalents. This Section 3(b)(i“Option” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities other than Exempt Issuances. “Convertible Securities” means any shares or other security (other than Options) shall not apply that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Exempt IssuanceCommon Shares.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i)4.4.1, the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i3(b)(ii) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i2(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells or enters into a definitive, binding agreement pursuant to which the Company is required to grant or sell, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rightsOptions, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”as hereafter defined) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i5(e)(i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Convertible Securities" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock EquivalentsConvertible Securities. This Section 3(b)(i) No adjustment shall not apply to any Exempt Issuancebe made hereunder if such adjustment would result in an increase in the Applicable Price or a decrease in the number of Warrant Shares.

Issuance of Options. If the Company in any manner grants grants, issues, or sells (or enters into any rightsagreement to grant, warrants issue, or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents sell) any Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise exercise, or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise exercise, or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting granting, issuance, or sale of such Option, upon exercise of such Option and upon conversion, exercise exercise, or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise exercise, or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance, or sale of such Option, upon exercise of such Option and upon conversion, exercise, or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise exercise, or exchange of such Common Stock Equivalents. This Section 3(b)(i“Option” means any rights, warrants, or options to subscribe for or purchase shares of Common Stock or Convertible Securities, other than options issued in an Exempt Issuance. “Convertible Securities” means any shares or other security (other than Options) shall not apply that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable, or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock other than convertible securities issued in an Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells or enters into a definitive, binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i[ ](i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells or enters into a definitive, binding agreement pursuant to which the Company is required to grant or sell, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share Ordinary Share for which one share of Common Stock Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per shareOrdinary Share. For purposes of this Section 3(b)(i2(a)(i), the “"lowest price per share Ordinary Share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share Ordinary Share upon the granting or sale of Common Stock the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Share upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company Corporation in any manner issues or grants any warrants, rights or sells any rightsoptions, warrants whether or options not immediately exercisable, to subscribe for or to purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as “Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange Options (and the price of any conversion of Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof Equivalents, if applicable) is less than the Applicable PriceConversion Price (in effect on the Measurement Date of such Options) (“Below Conversion Price Options”), then such share the maximum total number of shares of Common Stock shall issuable upon the exercise of all such Below Conversion Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant of such Below Conversion Price Options, be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option Corporation for such price per share. For purposes of this Section 3(b)(i)the preceding sentence, the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or Below Conversion Price Options” is determined by dividing (i) the minimum aggregate amount of consideration, if any, payable to the Corporation upon conversionthe exercise of all such Below Conversion Price Options, exercise or exchange plus, in the case of any Common Stock Equivalents issuable upon the exercise of any such Option Below Conversion Price Options, the minimum aggregate amount of consideration payable upon the exercise, conversion or otherwise pursuant exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Conversion Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the terms thereof” shall Conversion Price will be equal to (1) made upon the lower actual issuance of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of such Common Stock upon the granting or sale of such Option, upon exercise of such Option and Below Conversion Price Options or upon conversionthe exercise, exercise conversion or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Below Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i5(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option less any consideration paid or otherwise pursuant payable by the Company with respect to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the granting or sale of such Option, upon exercise of any such Options or Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) as part of a Dilutive Issuance and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(e)(i)(A), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants grants, issues or sells (or enters into any rightsagreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents sell) any Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 3(b)(i3(d)(i), the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting granting, issuance or sale of such OptionOption (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined below) for which one share of Common Stock Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Share Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Share Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (as defined below) (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Share or of such Common Stock Share Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Share upon conversion, exercise or exchange of such Common Stock Share Equivalents. This Section 3(b)(i“Option” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities. “Convertible Securities” means any shares or other security (other than Options) shall not apply that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Exempt IssuanceCommon Shares.

Issuance of Options. If the Company in any manner grants grants, issues or sells (or enters into any rightsagreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents sell) any Options (“Options”as defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting granting, issuance or sale of such OptionOption (as defined below), upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option (as defined below) for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.upon

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents (“Options”) and the lowest weighted average price per share for which one share Ordinary Share is, as of Common Stock is the time of such grant or sale, at any time issuable upon the exercise of any such Option the Options so granted or sold or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option Options or otherwise pursuant to the terms thereof is less than the Applicable Price, then the Ordinary Shares underlying such share of Common Stock Options shall be deemed to be outstanding and to have been issued and sold by for purposes of the Company adjustment under this Section 3(b) at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 3(b)(i), the “lowest weighted average price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of any such Option Options or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum arithmetic average of the lowest sums of the amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock each Ordinary Share issuable upon the granting or sale of such Optionthe relevant Options, upon exercise of such Option Options and upon conversion, exercise or exchange of any Common Stock Ordinary Share Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Common Stock Ordinary Share Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Common Stock Ordinary Share Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If after the Second Closing Date the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company SDINC in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable PriceConversion Price then in effect, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company SDINC at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i14.6.2(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum total of the lowest amounts of consideration (if any) received or receivable by the Company SDINC with respect to any one share of Common Stock upon after taking into account the granting or sale of such the Option, upon the exercise of such Option the Option, and upon the conversion, exercise or exchange of any Common Stock Equivalents related Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon or the conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities, as the case may be.

Issuance of Options. If Subject to the Issuance Cap exception ------------------- in Section 6(j) below, if at any time while this Warrant is outstanding the Company in any manner grants or sells any rights, warrants rights or options to subscribe for or to purchase shares of preferred stock and/or Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (“Options”other than (1) and the lowest price per share for which one share Underlying Shares or shares of Common Stock is at any time deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable upon the exercise of any options or warrants and listed in Schedule 2.1(c) of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Option or upon conversionSchedule 2.1(c), exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to (4) the terms thereof is less than the Applicable Price, then such share shares of Common Stock shall be issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, (5) the shares of Common Stock issued or deemed to be outstanding and to have been issued and sold as consideration for an acquisition by the Company at of a division, assets or business (or stock constituting any portion thereof) from another person) (such rights or options being herein called "Options" and such convertible ------- or exchangeable stock or securities being herein called "Convertible ----------- Securities") and the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is ---------- issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant Convertible Securities is less than the Exercise Price in effect immediately prior to such grant, then the Exercise Price shall be adjusted to equal to the terms thereof” shall be equal to lesser of: (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable Adjusted Price upon the exercise of any such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents issuable upon exercise such Convertible Securities or (2) the Average Price on the date of any such Option or otherwise pursuant to the terms thereofgrant. Except as contemplated below, no further No adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “"lowest price per share for which one share of Common Stock Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share Common Share upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one Common Stock Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company Corporation in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then each such share of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i8(b)(i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company Corporation with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Corporation with respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells sells, or publicly announces the grant or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(a)(i), the “"lowest price per share for which one share of Common Stock Ordinary Share is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share Ordinary Share upon the granting or sale of Common Stock the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Ordinary Shares or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Ordinary Shares upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(f)(i)(A), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 2(f)(i)(A) to the extent that such adjustment is based solely on the fact that the Convertible Securities issuable upon exercise of such Option are convertible into or exchangeable for Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuanceat a price which varies with the market price of the Common Stock.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents Options (“Options”defined below) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities (defined below) issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then all of such share shares of Common Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(b), “Convertible Securities” means any stock or other securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock, “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities, and for purposes of this Section 3(b)(i) the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares share of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 3(b)(i7(b)(i), the “"lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” Options" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionthe Options, upon exercise of such Option the Options and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option Options less any consideration paid or otherwise pursuant payable by the Company with respect to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the granting or sale of such Options, upon exercise of any such Options or and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company shall, at any time or from time to time after the Effective Date, in any manner grants grant or sells sell (whether directly, through a subsidiary of the Company or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.3(e)) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such Fair Market Value of a share of Common Stock shall be deemed immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Warrant Exercise Shares under Section 5.1), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 5.1) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 5.3(c), no further adjustment of the number of Warrant Exercise Price Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If at any time during the Exercise Period, the Company in any manner grants or sells any rights, warrants rights or options to subscribe for or to purchase shares of preferred stock and/or Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (“Options”) and other than the lowest price per share for which one share Underlying Shares or shares of Common Stock is at any time deemed to have been issued by the Company in connection with an Approved Stock Plan, shares of Common Stock issuable upon the exercise of any such Option options or upon conversionwarrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share shares of Common Stock shall be issued or deemed to be outstanding and to have been issued and sold as consideration for an acquisition by the Company at of a division, assets or business (or stock constituting any portion thereof) from another person or shares of Common Stock issued or deemed to have been issued in a Strategic Venture) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") and the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share (the "New Option Price") for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant Convertible Securities is less than the Conversion Price in effect immediately prior to such grant, then the terms thereof” Exercise Price shall be reduced to an amount to equal to (1) the lower of (x) the sum 120% of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such New Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofPrice. Except as contemplated below, no further No adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company shall, at any time or from time to time after the Grant Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 3.3(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 3.3(a)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 3.3(a)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 3.3(d)(iii), no further adjustment of the Exercise Price of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option Options for such price per share. For purposes of this Section 3(b)(i3.1(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOptions” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Optionthe Options, upon exercise of such Option the Options and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security (defined below) issuable upon exercise of such Option Options less any consideration paid or otherwise pursuant payable by the Company with respect to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the granting or sale of such Options, upon exercise of any such Options or and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If If, during the Adjustment Period, the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(f)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i3(f)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company shall, at any time or from time to time after the Issuance Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 2(h)(v)) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options without giving effect to any such Option anti-dilution or otherwise pursuant similar adjustment unless and until triggered (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 2(f)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 2(f)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 2(h)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i5(g)(i)(A), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If Subject to the Issuance Cap exception ------------------- in Section 6(j) below, if at any time while this Warrant is outstanding the Company in any manner grants or sells any rights, warrants rights or options to subscribe for or to purchase shares of preferred stock and/or Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Equivalents (“Options”other than (1) and the lowest price per share for which one share Underlying Shares or shares of Common Stock is at any time deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable upon the exercise of any options or warrants outstanding and listed in Schedule 2.1(c) of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Option or upon conversionSchedule 2.1(c), exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to (4) the terms thereof is less than the Applicable Price, then such share shares of Common Stock shall be issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, (5) the shares of Common Stock issued or deemed to be outstanding and to have been issued and sold as consideration for an acquisition by the Company at of a division, assets or business (or stock constituting any portion thereof) from another person) (such rights or options being herein called "Options" and such ------- convertible or exchangeable stock or securities being herein called "Convertible Securities") and the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common ---------------------- Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant Convertible Securities is less than the Exercise Price in effect immediately prior to such grant, then the Exercise Price shall be adjusted to equal to the terms thereof” shall be equal to lesser of: (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable Adjusted Price upon the exercise of any such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents issuable upon exercise such Convertible Securities or (2) the Average Price on the date of any such Option or otherwise pursuant to the terms thereofgrant. Except as contemplated below, no further No adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company Corporation shall, at any time or from time to time after the Date of Issuance, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 8.6(d)(iv)) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Conversion Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange of any Common Stock Equivalents the total maximum amount of Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 8.6(a)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 8.6(a)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon Corporation as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Corporation upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 8.6(d)(iii), no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells or enters into a definitive, binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the issuance or sale of, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, conversion exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Base Share Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i)[ ], the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents such Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such the Option, upon exercise of such the Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i5(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option minus (2) the sum of all amounts paid or otherwise pursuant payable to the terms thereofholder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i2(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i2(b)(i) shall not apply to any Exempt Issuance. “Exempt Issuance” means the issuance of any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2(b): (i) in connection with any employee benefit plan with has been approved by a majority of the disinterested members of the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company, (ii) upon exercise of the Warrants; provided, that the terms of such Warrants are not amended, modified or changed on or after the Subscription Date and (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date.

Issuance of Options. If Ifthe Company shall, at any time or from time to time after the Company Original Issue Date, in any manner grants grant or sells sell (whether directly or by assumption in a merger or otherwise) any rightsOptions, warrants whether or options not such Options or the right to subscribe for convert or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at exchange any time Convertible Securities issuable upon the exercise of any such Option Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof Options is less than the Applicable Price, then such share of Common Stock shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes Options, then the total maximum number of this Section 3(b)(i), the “lowest price per share for which one share shares of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise conversion or exchange ofthe total maximum amount of any Common Stock Equivalents Convertible Securities issuable upon the exercise of any such Option Options shall be deemed to have been issued as of the date of granting or otherwise pursuant sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share equal to the terms thereof” shall be equal to quotient obtained by dividing (1A) the lower sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the granting or sale of all such OptionOptions, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and plus (y) the lowest minimum aggregate amount of additional consideration payable to the Company upon the exercise price set forth of all such Options, plus (z), in the case of such Option for Options which one share relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock is issuable upon the exercise of any all such Options or upon conversion, exercise the conversion or exchange of any Common Stock Equivalents all Convertible Securities issuable upon the exercise of any all such Option or otherwise pursuant to the terms thereofOptions. Except as contemplated belowotherwise provided in Section 4(d)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange of Convertible Securities issuable upon exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceOptions.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i)5.3.1, the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants grants, issues or sells (or enters into any rightsagreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”sell) any Options and the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting granting, issuance or sale (or the time of execution of such agreement to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 3(b)(i)Section, the “lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the granting granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock Shares or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock Shares upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants or sells or enters into a definitive, binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the grant or sale of or entry into a definitive, binding agreement pursuant to which is required to grant or sell, any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting such grant, sale, entry into a definitive, binding agreement or sale public announcement of such Option for such price per share. For purposes of this Section 3(b)(i7(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options Option or upon conversion, exercise conversion or exchange or exercise of any Common Stock Equivalents Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting grant or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the grant or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofOption. Except as contemplated below, no No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise conversion or exchange or exercise of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt IssuanceConvertible Securities.

Issuance of Options. If the Company in any manner grants grants, issues or sells any rightsOptions (or enters into any agreement to grant, warrants issue or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”sell) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i3(c)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereofthereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.

Issuance of Options. If the Company in any manner grants or sells any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. This Section 3(b)(i) shall not apply to any Exempt Issuance.