Common use of Issuance of Rights or Options Clause in Contracts

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share (the "Option Price") for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Fair Market Price of such Common Stock Value in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued on the date of such grant for such price the Option Price per share. Except as otherwise provided in paragraph 3D(3) belowSection 5.3, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% the Conversion Price in effect as of the Market Price date of granting such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (be deemed to be outstanding as of the date of the granting of such Options) be deemed to be outstanding (rights or options and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).to

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, of Common Stock Shares or any stock or securities convertible into or exchangeable for Common Stock Shares (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is Shares are issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options or less than the Market Price of the Common Shares determined as of the date of granting such rights or options, as the case may be, then the total maximum number of shares of Common Stock Shares issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (be deemed to be outstanding as of the date of the granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Section 2(a). Except as otherwise provided in paragraph 3D(3) belowsubparagraph (C), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock Shares upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after Except for Permitted Issuances, if the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus is less than the minimum aggregate amount of additional consideration payable to Series A Conversion Price and/or the Company upon the exercise of all such OptionsSeries B/B-1 Conversion Price, plus, in as the case of such Options which relate to Convertible Securitiesmay be, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting or sale of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (1) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3the 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 the conversion or exchange thereof, by (2) below, no adjustment the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment (as the case may be) of the Warrant Purchase Series A Conversion Price and/or the Series B/B-1 Conversion Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") (other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors or employees of the acquired entity in conjunction therewith), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% the Exercise Price in effect as of the Market Price date of granting such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (be deemed to be outstanding as of the date of the granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Section hereof. Except as otherwise provided in paragraph 3D(3) belowSection hereof, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time If, after the ----------------------------- date hereof hereof, the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such "Convertible Securities")(such warrants, rights and options to purchase Common Stock or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)"Options"), and the price per share for which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options or upon conversion or exchange of such Convertible Securities (is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such 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 Company upon the issue exercise of all such below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the exercise of such Options) shall be less than 95% of the Below Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon exercise, conversion or exchange of Convertible Securities (whether or not the granting or issuance issuable upon exercise of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Below Market Options.

Issuance of Rights or Options. In case If the Corporation shall, at any time after the ----------------------------- date hereof the Company shall Filing Date, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) less than the applicable Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result exercisable, then the total maximum number of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which shares of Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section A.7(a)(iii), no adjustment of the Conversion Price of a series of Preferred Stock shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case If at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 8(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)options.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Maker in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is Securities are issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Securities 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 Maker at the time of the granting or sale of such Option for such price per share. For purposes of this Section 8(c)(i), the “price per share for which Common Securities are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company Maker as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Maker upon the exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Maker upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Securities issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No adjustment of the Conversion Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting Securities or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Common Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus is less than (x) the minimum aggregate amount Market Price of additional consideration payable to the Company upon Common Stock determined as of the exercise time of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue granting or sale of such Convertible Securities and upon the conversion Options or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Optionstime, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of such Options which relate to Convertible Securities, the Warrant Purchase Price shall be made minimum aggregate amount of additional consideration, if any, payable to the Company upon the actual issue issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock or of Convertible Securities issuable upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of all such Convertible Securities (whether issuable upon the exercise of such Options. No further adjustment of the Exercise Price or not the granting or issuance number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after Except for Options granted in ----------------------------- accordance with the ----------------------------- date hereof provisions of Section 8(c) above or in accordance with the Company's Rights Agreement dated as of February 26, 2000, if the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting or sale of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in paragraph 3D(3the 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 the conversion or exchange thereof, by (B) below, no adjustment the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case If at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 95% of the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 7(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof For purpose of this Section 2, if the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, purchase Common Shares or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Shares, other than pursuant to any Nondilutive Event (such rights or options being referred to herein called as "OPTIONS" and such convertible or exchangeable stock or securities being referred to herein called as "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Price Per Share (as defined below) of Common Stock is Shares issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Market Price as of the time of the granting of such Options, THEN (x) the total maximum amount of such Common Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum number of Convertible Securities issuable upon the exercise of such Options will be deemed to be Common Shares issued and sold by the Company, (y) the consideration received pursuant to such Dilutive Event will equal the Price Per Share times the number of Common Shares so deemed issued and sold by the Company and (z) following such Dilutive Event, the number of Common Shares so deemed issued and sold by the Company shall be included in the Common Shares Deemed Outstanding. For purposes of this Section 2D(i), the "PRICE PER SHARE" will be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% . No further adjustment of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable will be made when Convertible Securities are actually issued upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable when Common Shares are actually issued upon the exercise of such Options shall (as of or the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of Securities; PROVIDED, THAT, if such Options expire or Convertible Securities resulted lapse without being exercised and/or converted into Common Shares, then the Exercise Price will be readjusted to the Exercise Price which would have been in an adjustment of the Warrant Purchase Price)effect had such expired or lapsed Options not been issued.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as other than a result of such issuance is made pursuant to paragraph 3A(3))Permitted Issuance, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price in effect immediately prior to such issuance or sale, then 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 for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to are exercisable for Convertible Securities, the minimum aggregate amount of 5 133 additional consideration, if any, payable to the Company upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Exercise Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case the event that at any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for all holders of Common Stock (such rights i) rights, options or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right warrants to convert or exchange any such Convertible Securities are immediately exercisable acquire (where provided, however, that no adjustment as a result of such issuance is shall be made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable under Section 4.03 or this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) issuance shall be less than 95% of determined by multiplying the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of each Warrant immediately prior to such Options issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or securities (as determined in good faith by the total maximum amount Board, whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Value per share of Common Stock as of the record date; and, subject to Section 4.08, in the event of any such Convertible Securities issuable upon adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made pursuant to this Section 4.04 as a result of any issuance of rights, options or warrants (A) in connection with the exercise of such Options shall Warrants, (as B) to officers, directors or employees of the date Company pursuant to customary stock incentive plans, (C) in connection with acquisitions of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment assets or further adjustment (as the case may be) businesses other than from Affiliates of the Warrant Purchase Price Company or (D) which shall be made upon have the actual issue effect of decreasing the number of shares of Common Stock or of Convertible Securities issuable upon exercise of Options each Warrant or upon increasing the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Exercise Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Stock, other than options or warrants granted or issued pursuant to any Company stock option or restricted stock plan approved by a majority of the Company's disinterested directors or pursuant to a bona fide senior lending arrangement with a financial institution ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)), "Options") and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Market Price on the date of issuance or upon conversion or exchange grant of such Convertible Securities (Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options will, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options which relate to Convertible SecuritiesOptions, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereofthereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. In case the event that at any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for all holders of Common Stock (such rights i) rights, options or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right warrants to convert or exchange any such Convertible Securities are immediately exercisable acquire (where provided, however, that no adjustment as a result of such issuance is shall be made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable under Section 4.03 or this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) issuance shall be less than 95% of determined by multiplying the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of each Warrant immediately prior to such Options issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or securities (as determined in good faith by the total maximum amount Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent by the Warrant Agent to any Holder upon request by such Convertible Securities issuable upon Holder to the exercise Warrant Agent) would purchase at the Current Market Value per share of such Options shall (Common Stock as of the date record date; and, subject to Section 4.08, in the event of granting of any such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowadjustment, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made upon pursuant to this Section 4.04 which shall have the actual issue effect of decreasing the number of shares of Common Stock or of Convertible Securities issuable upon exercise of Options each Warrant or upon increasing the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Exercise Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Warrant Purchase Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph (a)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time If [and whenever on or after the ----------------------------- original date hereof of issuance of this Warrant] the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (is less than $12.50 per share, then 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 shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting of such Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (iI) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, consideration if any, payable to the Company upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiII) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Purchase Price shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable made when Convertible Securities are actually issued upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such Options shall (as of or the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Conversion Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the maximum number of shares of Conversion Stock issuable upon the exercise of such Options, or upon conversion or exchange of the maximum amount of such Convertible Securities (issuable upon the exercise of such Options, will 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 Options for such price per share. For purposes of this SECTION 5(c)(i), the "price per share for which Conversion Stock is issuable upon exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options" will be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Conversion Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% . No adjustment of the Market Conversion Price will be made upon the actual issuance of such Common Conversion Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Conversion Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall ------------------------------ in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Market Adjustment Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowSection 6.4, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Adjustment Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options Options, or the right to convert or exchange any such Convertible Securities Securities, are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Total Warrant Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3subsection (a)(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price and the Total Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case the event that at any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly issue rights, options or by assumption in a merger warrants to acquire, or otherwise) any rights securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be at a price per share that is less than 95% the Current Market Value per share of the Market Price of such Common Stock in effect immediately prior to such issuance, the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable purchasable upon the exercise of each Warrant immediately after such Options issuance shall be determined by multiplying the number of shares of Common Stock purchasable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or securities (as determined by the total maximum amount Board of such Convertible Securities issuable upon Directors of the exercise Company acting in good faith, whose determination shall be evidenced by a board resolution) would purchase at the Current Market Value per share of such Options shall (Common Stock as of the date record date. In the event of granting of any such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowadjustment, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made upon pursuant to this Section 4.04 which shall have the actual issue effect of decreasing the number of shares of Common Stock or of Convertible Securities purchasable upon exercise of Options each Warrant or upon of increasing the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Exercise Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i1) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph 6D(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any ----------------------------- manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then 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 or sale of such Option for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No adjustment of the Conversion Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not Securities. Notwithstanding the granting or issuance of such Options or Convertible Securities resulted in an foregoing, no adjustment of the Warrant Conversion Price shall be made pursuant to paragraph 4(b) as a result of (w) the granting of stock options under qualified stock options plans approved by the Board of Directors of the Company, at exercise prices not less than the fair market value of the Common Stock at the date of grant, (x) the actual issuance of Common Stock upon the exercise of such stock options, (y) the issuance of Common Stock pursuant to the Company's Employee Stock Purchase Price)Plan or (z) the issuance of Common Stock to non-employee directors pursuant to the Company's director stock grant program.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase ofOptions or Convertible Securities, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Exercise Price of such per Warrant Share on an as-converted to Common Stock basis in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Exercise Price. Except as otherwise provided in paragraph 3D(3) below(e)(ii)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or grant any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such rights or warrants, rights, options being herein called are hereinafter the "OPTIONSOptions" and such convertible or or: exchangeable stock or securities being herein called are hereinafter "CONVERTIBLE SECURITIESConvertible Securities") whether or not such the Options or the right to convert or exchange any such the Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except outstanding, except as otherwise provided in paragraph 3D(3(5)(c) belowof this Article V.D., no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Class A Common Stock or any stock or securities convertible into or exchangeable for Class A Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Class A Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Class A Common Stock issuable upon the exercise of such Options options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Class A 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 have been issued for such price per share as of the date of granting of such Options) Options and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3Sub-Paragraph (iii) belowof this Paragraph (d), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Class A Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).such

Issuance of Rights or Options. In case If the Company shall, at any time after the ----------------------------- date hereof the Company shall hereof, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section 2.7(a)(vi)) hereof less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result exercisable, then the total maximum number of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which shares of Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section 2.7(a)(iii) hereof, no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company CJI shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company CJI as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company CJI upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% the Conversion Price, determined as of the Market Price date of granting such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3Section 1.4.2(c) belowhereof, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES"“Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the aggregate consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities Securities, as the case may be, issuable upon the exercise of such Options) shall be is less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for the price per share determined pursuant to this Section 8(d)(1) as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Exercise Price. Except as otherwise provided in paragraph 3D(3) belowSection 8(d)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, consideration if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Series A Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph 6D(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price Series A Conversion Price, shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Preferred Stock or any stock or securities convertible into or exchangeable for Common Preferred Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Preferred Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined as provided in the following sentence) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Preferred Stock issuable upon the exercise of all such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall, for purposes of this Subsection 7(b), be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. The price per share for which Preferred Stock is issuable, as referred to in the preceding sentence, shall be determined by dividing (ia) the sum of (l) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus (3) in the case of all such Options which that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of all such Convertible Securities (to the extent not counted in clause (2)) and upon the conversion or exchange thereofof all such Convertible Securities into Preferred Stock, by (iib) the total maximum number of shares of Common Preferred Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options; the consideration received or receivable by the Company shall in each case be determined in accordance with Paragraph (5) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such OptionsSubsection 7(b) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per sharehereof. Except as otherwise provided in paragraph 3D(3Paragraph (4) belowof Subsection 7(b) hereof, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of Common such Preferred Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of Common such Preferred Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case Except as provided in Section 5.K, if at any time after the ----------------------------- date hereof Effective Time, the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, shares of Common Stock or any stock or securities immediately convertible into or immediately exchangeable for shares of Common Stock (such rights or options being herein called "OPTIONS" hereinafter referred to as “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") hereinafter referred to as “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which a Common Stock Share is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the full exercise of such Options or upon the full conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such Options, then the maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareshare as of the date such Options were granted and thereafter shall be deemed to be outstanding. Except as otherwise provided in paragraph 3D(3) belowSection 5. B(c), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue issuance of such shares of Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities (whether or not if an appropriate adjustment was previously made pursuant to this Section 5.B(a) upon the granting or issuance of such Options. If the right to exercise such Options or Convertible Securities resulted in an adjustment expires without such Options being exercised, the Exercise Price shall be adjusted to reflect that the shares of Common Stock previously issuable upon exercise of the Warrant Purchase Price)Options are no longer deemed to have been issued.

Issuance of Rights or Options. In case If the Corporation, at any time after the ----------------------------- date hereof the Company shall Filing Date, in any manner grant grants (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result exercisable, then the total maximum number of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which shares of Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by by, dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section A.7(a)(iii), no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time If after the ----------------------------- date hereof Date of Issuance the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options (other than pursuant to a Permitted Issuance) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price then in effect, then 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 for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Exercise Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market applicable Conversion Price of such Common Stock in effect for the Series A Preferred immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)outstanding.

Issuance of Rights or Options. In case at any time after the date ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the tile actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% the Exercise Price in effect as of the Market Price date of granting such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (be deemed to be outstanding as of the date of the granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Section hereof. Except as otherwise provided in paragraph 3D(3) belowSection 3.2.2 hereof, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case the event that at any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for all holders of Common Stock (such rights i) rights, options or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right warrants to convert or exchange any such Convertible Securities are immediately exercisable acquire (where provided, however, that no adjustment as a result of such issuance is shall be made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable under Section 4.03 or this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution. adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) issuance shall be less than 95% of determined by multiplying the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of each Warrant immediately prior to such Options issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or securities (as determined in good faith by the total maximum amount Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Value per share of Common Stock as of the record date; and, subject to Section 4.08, in the event of any such Convertible Securities issuable upon adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. Notwithstanding any other provision of this Section 4.04, no adjustment shall be made pursuant to this Section 4.04 as a result of any such issuance in connection with (A) the exercise of such Options shall Warrants, (as B) a bona fide public or private offering that is underwritten or in which a placement agent is retained by the Company, (C) an issuance to officers, directors or employees of the date Company or (D) acquisitions of granting of such Options) be deemed to be outstanding (products and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)businesses.

Issuance of Rights or Options. In case at any time If, after the date hereof, the ----------------------------- date hereof the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such "Convertible Securities")(such warrants, rights and options to purchase Common Stock or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)"Options"), and the price per share for which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options or upon conversion or exchange of such Convertible Securities (is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such 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 Company upon the issue exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the exercise of such Options) shall be less than 95% of the Below Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon exercise, conversion or exchange of Convertible Securities (whether or not the granting or issuance issuable upon exercise of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Below Market Options.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Corporation in any manner grant grants or sells any rights, warrants or options (whether directly or by assumption in a merger or otherwisecollectively, "Options") any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock (other than Options described in subparagraph 5(a)(i)(B) above) or any stock or securities directly or indirectly convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than 95% of the Market Price of such Common Stock applicable Conversion Ratio in effect immediately prior to the time of the granting or sale of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of such Options which relate to Convertible Securities, the Warrant Purchase Price shall be made minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the actual issue issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock or of Convertible Securities issuable upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of all such Convertible Securities (whether or not issuable upon the granting or issuance exercise of such Options. No further adjustment of the applicable Conversion Ratio shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such such (1) This provision will not be in the Warrants issued to directors or officers of the Company. Options) shall be less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Exercise Price. Except as otherwise provided in paragraph 3D(3) belowsubsection 9(d)(ii)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Class A Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubsection 6(d)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Class A Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after Except for Permitted Issuances, if the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus is less than the minimum aggregate amount of additional consideration payable to Series A Conversion Price and/or the Company upon the exercise of all such OptionsSeries B Conversion Price, plus, in as the case of such Options which relate to Convertible Securitiesmay be, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting or sale of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (1) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3the 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 the conversion or exchange thereof, by (2) below, no adjustment the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment (as the case may be) of the Warrant Purchase Series A Conversion Price and/or the Series B Conversion Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined as provided in the following sentence) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall, for purposes of this Subsection 7(b), be deemed to have been issued for such price per share as of the date of granting of such Options and thereafter shall be deemed to be outstanding. The price per share for which Common Stock is issuable, as referred to in the preceding sentence, shall be determined by dividing (ia) the sum of (l) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus (3) in the case of all such Options which that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of all such Convertible Securities (to the extent not counted in clause (2)) and upon the conversion or exchange thereofof all such Convertible Securities into Common Stock, by (iib) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options; the consideration received or receivable by the Company shall in each case be determined in accordance with Paragraph (5) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such OptionsSubsection 7(b) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per sharehereof. Except as otherwise provided in paragraph 3D(3Paragraph (4) belowof Subsection 7(b) hereof, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case If at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Market Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 7(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)options.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock, other than shares of Common Stock issued or issuable to officers, directors or employees of, or consultants and advisors to, the Corporation pursuant to a stock grant, option plan or purchase plan or other stock incentive program or arrangement approved by the Board of Directors for employees, directors, consultants or advisors to the Corporation (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than 95% of the Fair Market Price of such Common Stock Value thereof in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) will be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" will be determined by dividing (y) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of such Options which relate to Convertible Securities, the Warrant Purchase Price shall be made minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the actual issue issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (z) the total maximum number of shares of Common Stock or of Convertible Securities issuable upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of all such Convertible Securities (whether or not issuable upon the granting or issuance exercise of such Options. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof Issue Date the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock stock, notes or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options rights, options or warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights, options or warrants or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, in cash or in property received or receivable by the Company as consideration for the granting of such Optionsrights, options or warrants, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Optionsrights, options or warrants, plus, in the case of such Options which rights, options or warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights, options or warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights, options or warrants) shall be less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights, options or warrants, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights, options or warrants or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights, options or warrants shall (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowSection 2(a)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time If, after the date hereof, ----------------------------- date hereof the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such "Convertible Securities")(such warrants, rights and options to purchase Common Stock or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)"Options"), and the price per share for which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options or upon conversion or exchange of such Convertible Securities (is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such 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 Company upon the issue exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Below Market Options (assuming full conversion of Convertible Securities issuable Securities, if applicable). No further adjustment to the Exercise Price will be made upon the exercise of such Options) shall be less than 95% of the Below Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon exercise, conversion or exchange of Convertible Securities (whether or not the granting or issuance issuable upon exercise of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Below Market Options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly any warrants or by assumption in a merger or otherwise) any other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubsection 3(d)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Maker shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES"“Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ix) the total amount, if any, received or receivable by the Company Maker as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Maker upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in sub-paragraph 3D(3(iii) belowof this paragraph (b), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Base Price determined immediately prior to such granting or sale, then immediately upon such issue or sale in effect immediately prior to the time of the granting or sale of such Options, then 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 or sale of such Option for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options, or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares amount of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No adjustment under this Section shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly any warrants or by assumption in a merger or otherwise) any other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities (including debt securities) being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Warrant Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Warrant Price. Except as otherwise provided in paragraph 3D(3) belowSection 3(h)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights (other than the Warrants) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 100% of the Current Value determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with SECTION 6(b). Except as provided in CLAUSE (III) of this SUBSECTION, no further adjustments of any Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this CLAUSE (I), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)options.

Issuance of Rights or Options. In case the event that at any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for all holders of Common Stock (such rights i) rights, options or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right warrants to convert or exchange any such Convertible Securities are immediately exercisable acquire (where provided, however, that no adjustment as a result of such issuance is shall be made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable under Section 4.03 or this Section 4.04 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.03 or this Section 4.04 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum number result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the Exercise Price per share of Common Stock issuable upon the exercise of each Warrant immediately after such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) issuance shall be less than 95% of adjusted by dividing the Market Exercise Price of such Common Stock in effect immediately prior to such issuance by a fraction, the time numerator of which shall be the granting of such Options, then the total maximum number of shares of Common Stock issuable outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise of such Options or upon exercise, conversion or exchange of such rights, options, warrants or securities (as determined in good faith by the total maximum amount Board, whose determination shall be evidenced by a board resolution, a copy of such Convertible Securities issuable which will be sent to Holders upon request) would purchase at the exercise Current Market Value per share of such Options shall (Common Stock as of the date of granting of record date. Such adjustment shall be made, subject to Section 4.08, successively, whenever such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per sharerights, options, warrants or securities are issued. Except as otherwise provided in paragraph 3D(3) below, no No adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon pursuant to this Section 4.04 which shall have the actual issue effect of Common Stock or of Convertible Securities upon exercise of Options or upon increasing the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Exercise Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof Issue Date the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) ), any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock stock, notes or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options rights, options or warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as exercisable, such grant shall be deemed a result sale by the Company of such issuance is made pursuant to paragraph 3A(3)), its Common Stock and the price per share for which such deemed sale of Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or in property received or receivable by the Company as consideration for the granting of such Optionsrights, options or warrants, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company upon the exercise of all such Optionsrights, options or warrants, plus, in the case of such Options which rights, options or warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights, options or warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per sharewarrants. Except as otherwise provided in paragraph 3D(3) belowSection 2(a)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall If STS in any manner grant (whether directly grants or by assumption in a merger or otherwise) ----------------------------- sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which STS Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of STS 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 STS at the time of the granting or sale of such Option for such price per share. For purposes of this paragraph, the "price per share for which STS Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company STS as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company STS upon the exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to STS upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of STS Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No adjustment of the Conversion Price shall be less than 95% of made upon the Market Price actual issuance of such STS Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of STS Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In Except for the Reserved Shares, in case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Series B Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph 4D(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Series B Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than 95% of the Market any Conversion Price of such Common Stock in effect immediately prior to the time of the granting or sale of such Options, then for purposes of such Conversion Price 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3the 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 the conversion or exchange thereof, by (B) belowthe total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. In the event of an adjustment to any Conversion Price as a result of the grant or sale of Options, no adjustment or further adjustment (as the case may be) of the Warrant Purchase to such Conversion Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of the Convertible Securities (whether or not the granting or issuance of issued pursuant to such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall ----------------------------- in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Market Adjustment Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowSection 6.4, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Adjustment Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as Securities" other than a result of such issuance is made pursuant to paragraph 3A(3))Permitted Issuance, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (is less than the Warrant Price in effect immediately prior to such issuance or sale, then 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 for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Warrant Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any options, warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Shares or any stock or securities security convertible into or exchangeable for Common Stock Shares (such options, warrants and rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is Shares are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Series C Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock Shares 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 shall be deemed to have been issued for such Options shall (price per share as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowSubsection 9(d)(iii)(d)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Series C Conversion Price shall be made upon the actual issue issuance of the Common Stock Shares or of Convertible Securities upon exercise of such Options or upon the actual issue issuance of such Common Stock Shares upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESSecurities") whether (such warrants, rights and options to purchase Common Stock or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)), "OPTIONS") and the price per share for which Common Stock is issuable upon the exercise of such Options or is less than the Market Price in effect on the date of issuance of such Options ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such 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 Company upon the issue exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Below Market Options or (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such Options) shall be less than 95% of the Below Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon exercise, conversion or exchange of Convertible Securities (whether or not the granting or issuance issuable upon exercise of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Below Market Options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which shares of Common Stock is are issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company Corporation upon the exercise of all such Optionsrights or options, or plus, in the case of such Options which rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% the Exercise Price in effect as of the Market Price date of granting such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of all such Convertible Securities issuable upon the exercise of such Options rights or options shall (be deemed to be outstanding as of the date of the granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Paragraph 5(c) hereof. Except as otherwise provided in paragraph 3D(3Paragraph 5(c) belowhereof, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Exercise Price of such per Warrant Share on an as-converted to Common Stock basis in effect immediately prior to the time of the granting of such Options, disregarding any limitations or prohibitions on conversion thereof, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Exercise Price. Except as otherwise provided in paragraph 3D(3) below(e)(ii)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or Securities. For the avoidance of doubt, the term “Convertible Securities” shall not include the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Series C Preferred Stock.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Maker shall in any manner grant (whether directly any warrants or by assumption in a merger or otherwise) any other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (iA) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company Maker as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company Maker upon the exercise of all such Options, plus, plus (z) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Conversion Price. Except as otherwise provided in paragraph 3D(3) belowSection 6(e)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share of Common Stock for which Common Stock is are issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then 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 or sale of such Option for such price per share of Common Stock. For purposes of this paragraph, the “price per share of Common Stock for which Common Stock are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No adjustment of the Conversion Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not in connection with the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)any Excluded Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company ----------------------------- shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Market Adjustment Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowSection 6.4, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Adjustment Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than 95% the lesser of the Market Price of such the Common Stock or the Exercise Price in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) will be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" will be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus, in the case of 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 the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of such Options. Except as otherwise provided in paragraph 3D(3paragraphs (c) and (d) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall will be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case the event that at ------------------------------ any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly issue rights, options or by assumption in a merger warrants to acquire, or otherwise) any rights securities convertible or exchangeable into Debt Securities, Preferred Stock or Common Stock entitling the holders thereof to subscribe for or to purchasepurchase a principal amount of Debt Securities, or any options for the purchase of, Common shares of Preferred Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as Stock, at a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which that is less than the Current Market Value of Debt Securities, or shares of Preferred Stock or Common Stock, in effect immediately prior to such issuance, the principal amount of Debt Securities, or the number of shares of Preferred Stock is issuable or Common Stock, purchasable upon the exercise of each Warrant immediately after such Options issuance shall be determined by multiplying the principal amount of Debt Securities, or the number of shares of Preferred Stock or Common Stock, purchasable upon exercise of each Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the principal amount of Debt Securities, Preferred Stock or Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional principal amount of Debt Securities, or number of shares of Preferred Stock or Common Stock, offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the principal amount of shares of Debt Securities, or number of shares of Preferred Stock or Common Stock, outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total principal amount of shares of Debt Securities, or number of shares of Preferred Stock or Common Stock, which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such Convertible Securities rights, options, warrants or securities (as determined by the Board of Directors of the Company acting in good faith, whose determination shall be evidenced by a board resolution) would purchase at the Current Market Value of Debt Securities, or per share of Preferred Stock or Common Stock, as of the record date. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing (i) the total amount, if any, received or receivable Exercise Price immediately prior to such date of issuance by the Company as consideration for aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made pursuant to this Section 5.07 which shall have the granting effect of such Options, plus decreasing the minimum aggregate principal amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Debt Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Preferred Stock or of Convertible Securities Common Stock, purchasable upon exercise of Options each Warrant or upon of increasing the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Exercise Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, Class A Common Stock or any stock or securities convertible into or exchangeable for Common Stock or Class A Common Stock (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock or Class A Common Stock, as the case may be, is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Series C Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock or Class A 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 have been issued for such price per share as of the date of granting of such Options) Options and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph 4E(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Series C Conversion Price shall be made upon the actual issue of such Common Stock or Class A Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner after the date hereof grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share (the "Option Price") for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Market Exercise Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options with respect to rights or options granted prior to the Market Price Adjustment Date or less than the Current Market Price on the date of the grant of such rights or options with respect to rights or options granted on or after the Market Price Adjustment Date, as the case may be, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Additional Stock outstanding issued on the date of such grant for purposes of paragraphs 3B and 3C) and to have been issued for such price the Option Price per share. Except as otherwise provided in paragraph 3D(3) belowSection 4(e)(viii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwiseA) grants any rights or options (other than Purchase Rights covered by Section 3 hereof or a Permitted Issuance) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock Units (such rights or options being herein called "OPTIONS" and “Options”) or (B) issues or sells any stock or other securities convertible into or exchangeable for Common Units (such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such “Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)Securities”), and the price per share unit for which such Common Stock is Units are issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be is less than 95% of the Fair Market Price Value per unit of such Common Stock Units then in effect immediately prior to the time of the granting of such Optionseffect, then the total maximum number of shares units of Common Stock Units 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Company for such price per shareunit. Except For purposes of this paragraph, the “price per unit for which Common Units are issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (x) the total amount, if any, received or receivable by the Company as otherwise provided consideration for the granting of such Options or the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options or the conversion or exchange of such Convertible Securities, plus, in paragraph 3D(3the case that Options are issued in connection with 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 the conversion or exchange thereof, by (y) below, no adjustment the total maximum number of units of Common Units issuable upon exercise of such Options or upon the conversion or exchange of all such Convertible Securities. No further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue issuance of Common Stock Units or of Convertible Securities upon the exercise of such Options or upon the actual issue issuance of Common Stock Units upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly issues or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, or any options for the purchase of, (A) Common Stock or (B) any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such “Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)Securities”), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than 95% of the Market Price determined as of the date of issuance or grant of such Options, then 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 Corporation for such price per share (and the Exercise Price accordingly adjusted as provided in Section 4.5(a)). For purposes of this paragraph, the price per share for which Common Stock is issuable upon exercise of Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuing or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% . No further adjustment of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Exercise Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise the Exercise of such Options or upon the actual issue issuance of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof first (1st) anniversary of the Original Issue Date the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES"“Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Conversion Price. Except as otherwise provided in paragraph 3D(3) belowsubsection 10(d)(ii)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case If the Company in any manner issues or grants, or issued or granted, any warrants, rights or options at any time after during the ----------------------------- date hereof the Company shall in any manner grant (Adjustment Period, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether (such warrants, rights and options to purchase Common Stock or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)), "Options") and the price per share for which Common Stock is issuable upon the exercise of such Options or is less than the Market Price in effect on the Measurement Date ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such 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 Company upon the issue exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or sale of exchange thereof (determined in accordance with the calculation method set forth in (b)(ii) below) at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (iiB) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Below Market Options or (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such Options) shall be less than 95% Below Market Options or upon the exercise, conversion or exchange of the Market Price Convertible Securities issuable upon exercise of such Common Stock Below Market Options. If, in effect immediately prior to the time of the granting of such Optionsany case, then the total maximum number of shares of Common Stock issuable upon the exercise of such any Below Market Options or upon exercise, conversion or exchange of any Convertible Securities is not, in fact, issued and the total maximum amount of rights to exercise such option or to exercise, convert or exchange such Convertible Securities issuable upon shall have expired or terminated, the exercise Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Below Market Options shall or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (as other than in respect of the date actual number of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue shares of Common Stock or of Convertible Securities issued upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Pricethereof), never been issued.

Issuance of Rights or Options. In case at any time after the date ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(33A(3)(ii)), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock common stock or any stock or securities convertible into or exchangeable for Common Stock common stock (such rights rights, warrants or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock common stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue conversion or sale exchange of such Convertible Securities and upon the conversion or exchange thereofSecurities, by (iiB) the total maximum number of shares of Common Stock common stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such OptionsSecurities) shall be less than 95% of the Market Series A-1 Conversion Price of such Common Stock in effect or Series B Conversion Price, as the case may be, immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock common stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount number of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. share as of the date of the granting of such Options and thereafter shall be deemed to be outstanding, Except as otherwise provided in paragraph 3D(3) belowsection 3(c)(iii), no additional adjustment or further adjustment (as the case may be) of the Warrant Purchase such Conversion Price shall be made upon the actual issue issuance of Common Stock or of Convertible Securities such common stock upon exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities Securities. Notwithstanding anything to the contrary in this section 3(c), the issuance of the Warrants (whether as defined in the Series A Investment Agreement) and the Warrants (as defined in the Series B Purchase Agreement) and any subsequent exercise of the Warrants (as defined in the Series A Investment Agreement) or the Warrants (as defined in the Series B Purchase Agreement) shall not affect either the granting Series A-1 Conversion Price or issuance the Series B Conversion Price. If, upon the expiration of such Options or rights to convert or exchange such Convertible Securities, such Options remain unexercised or such Convertible Securities resulted in an adjustment of remain unconverted or unexchanged, as the Warrant Purchase Price)case may be, such Conversion Price shall again be adjusted as if such unexercised Options or unconverted or unexchanged Convertible Securities had not been granted.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchase, purchase Units or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock Units (such rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share Unit for which Common Stock is Units are issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (is less than the Liquidation Value, then the total maximum number of Units 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 for such price per Unit. For purposes of this Section, the "price per Unit for which Units are issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock Units issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Adjusted Liquidation Value shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting Units or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock Units upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Units or any stock Units or securities security convertible into or exchangeable for Common Stock Units (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock Units or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share Unit for which Common Stock is Units are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ia) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock Units issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market applicable Conversion Price of such Common Stock in effect for the Preferred Units immediately prior to the time of the granting of such OptionsOptions or Convertible Securities, then the total maximum number of shares of Common Stock Units 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 have been issued for such price per Unit as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph (iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase any Conversion Price shall be made upon the actual issue of such Common Stock Units or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock Units upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof before this Debenture is paid or converted in full, the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ia) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowSection 4D, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise, except in the circumstances described in Section 7(f) below) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock stock, notes or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options rights, options or warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as exercisable, such grant shall be deemed a result sale by the Corporation of such issuance is made pursuant to paragraph 3A(3)), its Common Stock and the price per share for which such deemed sale of Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or property received or receivable by the Company Corporation as consideration for the granting of such Optionsrights, options or warrants, plus the minimum aggregate amount of additional consideration consideration, if any, payable to the Company Corporation upon the exercise of all such Optionsrights, options or warrants, plus, in the case of such Options which rights, options or warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights, options or warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per sharewarrants. Except as otherwise provided in paragraph 3D(3) belowSection 7(e)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any ----------------------------- manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or other securities exercisable, convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether (such warrants, rights and options to purchase Common Stock or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment hereinafter referred to as a result of such issuance is made pursuant to paragraph 3A(3)), "OPTIONS") and the price per share for which Common Stock is issuable upon the exercise of such Options or is less than the Market Price on the date of issuance ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Convertible Securities (Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Below Market Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such 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 Company upon the issue exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or sale of exchange thereof at the time such Convertible Securities and upon the conversion first become exercisable, convertible or exchange thereofexchangeable, by (ii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Below Market Options or (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the conversion or exchange actual issuance of all such Convertible Securities issuable Common Stock upon the exercise of such Options) shall be less than 95% of the Below Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon exercise, conversion or exchange of Convertible Securities (whether or not the granting or issuance issuable upon exercise of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Below Market Options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting or sale of such Options, then 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 or sale of such Options for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Exercise Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share unit for which Common Stock Warrant Equity is issuable upon the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Base Price determined immediately prior to such granting or sale, then immediately upon such issue or sale in effect immediately prior to the time of the granting or sale of such Options, then the total maximum amount of Warrant Equity 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 or sale of such Option for such price per unit. For purposes of this paragraph, the “price per unit for which Warrant Equity is issuable upon exercise of such Options, or upon conversion or exchange of such Convertible Securities (Securities” is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number amount of shares of Common Stock Warrant Equity issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No adjustment under this Section shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting Warrant Equity or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock Equity upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 options shall (be deemed to have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph 6D(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than (a) the Base Price in effect immediately prior to the time of the granting or sale of such Options or (b) the Market Price determined as of such time, then 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 such time for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) . No further adjustment of the Exercise Price shall be less than 95% of made upon the Market Price actual issuance of such Common Stock in effect immediately prior to the time of the granting or of such Options, then the total maximum number of shares of Common Stock issuable Convertible Securities upon the exercise of such Options or upon conversion or exchange of the total maximum amount actual issuance of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ix) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Warrant Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsoptions, then then, in calculating the adjustments to the Warrant Price, 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3subparagraph (c) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case the event that at any time after the ----------------------------- date hereof or from time to time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights issue to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for all holders of Common Stock (such rights i) rights, options or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right warrants to convert or exchange any such Convertible Securities are immediately exercisable acquire (where provided, however, that no adjustment as a result of such issuance is shall be made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable under Section 4.04 or this Section 4.05 upon the exercise of such Options rights, options or warrants), or (ii) securities convertible, exchangeable or exercisable into (provided, however, that no adjustment shall be made under Section 4.04 or this Section 4.05 upon the conversion or exchange of such Convertible Securities securities (determined by dividing other than issuances specified in clauses (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) which are made as the total maximum result of anti-dilution adjustments in such securities)), Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than 95% of the Current Market Value per share of Common Stock in effect immediately prior to such issuance other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) issuance shall be less than 95% of determined by multiplying the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of each Warrant immediately prior to such Options issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or securities (as determined in good faith by the total maximum amount Board, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Value per share of Common Stock as of the record date; and, subject to Section 4.09, in the event of any such Convertible Securities issuable upon adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. Notwithstanding any other provision of this Section 4.05, no adjustment shall be made pursuant to this Section 4.05 as a result of any such issuance in connection with (A) the exercise of such Options shall Warrants, (as B) a bona fide public or private offering that is underwritten or in which a placement agent, broker-dealer or investment bank is retained by the Company, (C) an issuance to officers, directors or employees of the date Company and/or its affiliates or (D) acquisitions of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) belowassets, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities securities, products and/or businesses (whether by purchase, merger, amalgamation, business combination, arrangement or not the granting or issuance other form of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Priceacquisition).

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Optionsrights or options) shall be less than 95% of the Market Adjustment Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsrights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options rights or options shall be (as of the date of granting of such Optionsrights or options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below2C(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Adjustment Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of Options such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner ----------------------------- grant (whether directly or by assumption in a merger or otherwise) any rights (other than the Excepted Securities) to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock Convertible Securities whether or securities convertible into or exchangeable for Common Stock (not such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Current Market Price determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share. Except as provided in Section 4.7, no further adjustments of the number of shares of Common Stock comprising a Stock Unit shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the purposes of this Section 4.5, the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (ix) the total amount, if any, received or receivable by the Company as consideration for the granting of such Optionsrights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus, in the case of such Options rights or options which relate to Convertible Securities, the minimum aggregate amount of or additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiy) the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options rights or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Warrant Purchase Price shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)options.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the "price per share for which Common Stock is issuable" shall be determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, plus 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 issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% . For the purposes of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such Optionsthis SECTION 2.6(a), then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price per share. Except as otherwise provided in paragraph 3D(3) below, no adjustment or No further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by is less than (iia) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting or sale of such OptionsOptions or (b) the Market Price of the Common Stock determined as of such time, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. Except For purposes of this Section, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3the 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 the conversion or exchange thereof, by (B) below, no adjustment the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after If the ----------------------------- date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)), and the price per share for which Common Stock is issuable upon the exercise of such Options Options, or upon conversion or exchange of such any Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting issuable upon exercise of such Options, plus is less than the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number Conversion Price of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Price of such Common Stock Subseries in effect immediately prior to the time of the granting or sale of such Options, then 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 (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. Except For purposes of this paragraph, the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as otherwise provided consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in paragraph 3D(3the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) below, no adjustment the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made when Convertible Securities are actually issued upon the actual issue exercise of such Options or when Common Stock or of Convertible Securities is actually issued upon the exercise of such Options or upon the actual issue of Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any ----------------------------- time after the ----------------------------- date hereof the Company Borrower shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company Borrower as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company Borrower upon the exercise of all such Options, plusplus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Conversion Price. Except as otherwise provided in paragraph 3D(3) belowsubsection 11(d)(ii)(3), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Shares or any stock or securities security convertible into or exchangeable for Common Stock Shares (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES") “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is Shares are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plusplus (z), in the case of such Options which that relate to Convertible Securities, the minimum ​ aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options, without taking into account potential anti-dilution adjustments) shall be less than 95% of the Market Per Share Anti-Dilution Price of such Common Stock in effect immediately prior to the time of the granting issuance of such Options, then the total maximum number of shares of Common Stock Shares 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareadjusting the Per Share Anti-Dilution Price. Except as otherwise provided in paragraph 3D(3) belowSection ‎2.2(b)(iii), no adjustment or further adjustment (as the case may be) of the Warrant Purchase Per Share Anti-Dilution Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock Shares upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONS" “Options” and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES"“Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% of the Market Conversion Price of such Common for the Series D Preferred Stock or the Series E Preferred Stock in effect immediately prior to the time of the granting of such Options, then 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowSection 5.8.1.3, no adjustment or further adjustment (as the case may be) of the Warrant Purchase any Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.

Issuance of Rights or Options. In case at any time after the ----------------------------- date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being herein called "OPTIONSOptions" and such convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIESConvertible Securities") ), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3))exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than 95% Five Dollars ($5.00) per share of the Market Price of such Common Stock in effect immediately prior to the time of the granting of such OptionsStock, then such issuance shall be deemed a Dilutive Financing, and 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 have been issued for such price per share as of the date of granting of such Options) Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding (and included as Common Stock outstanding for purposes of paragraphs 3B and 3C) and to have been issued for such price per shareoutstanding. Except as otherwise provided in paragraph 3D(3) belowsubparagraph (c), no adjustment or further adjustment (as in the case may be) number of the Warrant Purchase Price shares issued to Guilford shall be made upon the actual issue of such Common Stock or of such Convertible Securities Securities, upon the exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in an adjustment of the Warrant Purchase Price)Securities.